PONI
by TheTimeSword
Summary: An amnesiac wakes up in a suit of metal with no trace of who she may be or where she is. She eventually learns she is trapped in a mysterious science station called Eclipse, where she must navigate her way to freedom and her memories. All the while she must evade the lumbering, blind abominations that plague the station. Can she remain disease free long enough to recover her past?
1. Chapter 1 - I Am An Epigraph

**~.~.~.~.~.~.~**

 _ **Begin holotape**_ _…_

 _Dear Princess Celestia,_

 _It's been a while since I've recorded one of these but I don't have a lot else going on right now. I've finally completed it and now I must wait to see if it works, though it's not like I have any other choice but to be patient. I can entertain myself - I have control over part of the facility. Slamming doors, operating machinery, video feeds, even the speaker system._

 _My assistant isn't coming back. It's probably for the best. That's what I've been telling myself._

 _I figured out what my biggest regret is though. Not becoming an engineer!_

 _Yeah, I didn't think that joke was funny when I first heard it either._

 _Anyways, I should wrap up. I hope that you are able to hear this, wherever you are._

 _Sincerely,_

 _Twilight Sparkle_

… _ **End holotape**_

 **~.~.~.~.~.~.~**

Darkness.

Darkness was the first thing I saw when I opened my eyes. At the time I was unsure if they were even open. The sounds of clicking and scrapping rung in my ears as I tried to move more than just my eyes. I struggled and struggled but my legs refused to move. My body felt heavy like the weight of the ocean was pressing down on me as I sunk to the bottom. To be honest, I couldn't breathe either, so the thought of drowning was making more and more sense with each second that passed. But at the same time I felt so alive, like I was just shot with an adrenaline filled bullet that spread across my veins.

But, aren't I supposedly drowning? Isn't your brain supposed to cycle through all of the events of your life as you die? Why am I not remembering anything?

Wait, _who am I_?

A blinding flash burns my retinas as the heads-up display was brought online. It wasn't even that bright of a light but it felt like I was opening my eyes for the first time only to stare directly at the sun. I quickly shut my eyes. For a moment it was calm, until the beeping started.

 **Beep** … **Beep** … **Beep** …

A cooling sensation against my skin and fur created a nice feeling, then turned colder like a bucket of ice was poured onto every inch of my body. I let out a quick, effeminate yelp. I didn't even know I had air in my lungs to do so, but after that I started to breathe regularly. The cold stopped and I slowly opened my eyes once more.

I wasn't sure what I was seeing at first, but it took me only a second to realize I was wearing a helmet. Hazardous display unit, stability sensors, kinetic energy levels, cooling system, even my heart rate. It seemed so alien to see all these things smooshed up against my face but just enough in the peripherals that they didn't get in my line of sight.

The HUD itself was just there, sitting like condensation on the window that is my vision. After looking past the numbers and indicators, the first thing I saw was the ceiling. An eggshell coloring played well off of the light auburn from the walls.

It certainly wasn't beautiful what with the paint chips that had been curling, and the cracks running through the ceiling – but I couldn't help getting caught up in staring. It felt like waking up after a long sleep. So much so that I instinctively tried to rub my eyes. Of course I was met with a smack to the helmet. It certainly jogged my head back down from the day dreaming cloudiness.

While it indeed looked like an opening in the helmet, it wasn't even technically a glass window, just a direct feed from a camera that was inside the eyes of the helmet. Smacking my hoof against the bucket that was wrapped around my head was pretty embarrassing, but what was even _more_ embarrassing was how long it took for me to realize I moved my foreleg.

Once it finally kicked in, I sat up, I was actually able to move. The weight that I once felt was gone and replaced with a chilled, feather-like movement. While it felt light, it sure didn't look light. My entire body was surrounded in a metallic suit. If you had told me I was trapped in an iron maiden I would have laughed at you, at least until I saw it with my own eyes. The inside felt so soft and nice like being wrapped up in a blanket, but the silvery grayish coloring of the metal told me it was anything but.

Speaking of blankets, why am I laying in a bed? I have no recollection of who or where I am, but I'm pretty sure I would not be lying in bed with a set of armor on. Of course, after looking at the other walls of the room I can safely say I may not have arrived here of my own free will. Three simple walls with the fourth being a cell door had surrounded me. Large iron bars remained unopened, but still allowing the light from beyond this prison to shine in.

Words were written on the wall across from my bars, as if they were etched into the stone itself. I arose from my bed to get a closer look, only to be met with the checker board pattern floor. I was not accustomed to standing, walking, or generally any movement and it didn't help that the suit was unusually light. Planting my hooves firmly, I managed to stand up properly, even with a little leg wobbling.

It might have been easier to remove the suit and just try to walk on my own first, but I'm sure glad I didn't. Inching my way across the cell was troublesome, but I managed to reach out and grasp the iron bars of the metal door and pull myself up onto my hind legs. It was a lot easier to lean on the door than it was to stand but I was already out of breath just from this simple walking exercise.

I pressed my helmeted face as best I could against the metal bars and read off the words that were displayed on the wall. The words weren't actually etched into the stone like I had thought, but it was far more disturbing. It was as if somepony took an ink pen and drew the letters on top of each other over and over.

' _ **DONT TAKE OFF THE SUIT**_ '

To be honest, I generally don't like the idea of a message that is clearly directed towards me, looking like it was written by somepony from a psychiatric ward. Seeing as how I'm the one in the suit however, I'd better not take any chances.

At least this meant that there was a pony out there that knew I'd be waking up, and they also knew I'd probably have taken off the suit if I hadn't read those words. Hopefully somepony will know who and where I am. Well, besides the obvious answer of ' _hell_ '.

Luckily for me, the iron bar gate wasn't actually locked, it simply slid on its rails out of the way. But it didn't need to be locked to keep me in the cell, as stepping out revealed some truly brutal shit. There were plenty of other jail cells to the left and right, but all they contained were bronze and dark red piles of goo. The only way out seemed to be the stairs down, right next to the wall with the crazy ponies writing.

There were more jail cells, of course, who could have guessed? If this were a guessing game though, I would never have bet on 'headless pony goo things'. Yeah, that's about the best I can describe them since these cages held more of the bronze and dark red piles of goo, along with the forms of ponies. It was almost as if they were melting really slowly. Oh, did I mention headless? I didn't stick around long enough to check if they were all headless, but the ones I saw were. Little dark brown bumps pushing up from the open neck, matching the coloration of the gooey piles.

This level contained a security door at least, unlike the level my cell was on. Of course, the door was locked. You would think a pony in a metal suit could bash down a door pretty easily. Unfortunately, security doors are meant to keep prisoners in and no matter how hard I tried to force it, it was not going to budge. That didn't mean I wasn't going to keep trying though.

"Piece of shit!" I yelled out after one last ram against the door knocked me on my ass.

Another stair case was around the other side of the one I came down, so I literally had two options. I could go back up into my cell and stay there until I die, or I could go into the super creepy pitch black lower level and fall to my death because I can't see where I'm going.

I'm not sure if I talked to myself a lot before I lost my memory, I certainly hope I didn't, but I'm thankful I do now. I said " _I wish I had a flashlight_ " and voila, a high powered light spread its glow from my helmet like magic. " _I wish I could teleport_ " did not yield the same effect to my dismay. Turns out the magic word was flashlight.

From atop the stairs I shined the light down into the darkness. From its appearance, it was the bottom level of this little slice of heaven. Water had flooded high enough to reach the underside of the bottom step, so walking in the stuff wasn't too bad. I checked the cells closest to the stairs first, but they didn't reveal anything of use.

None of the metal cages seemed to have anything of interest, not even a large goopy pile like that of the first floors. It wasn't until I turned around and looked underneath the stairs that I noticed a pony was sitting hunched over. I called out to him but was met with no response.

I slowly built up the courage to walk over to him and get a better look. It was a security guard still in uniform, his tie was undone but still hung around his neck. Guess I'm not the only one having a bad day, at least his head was still attached. I pushed his hat up to get a better look and to check his pulse, but then I saw it. Blood and scabs all over his face and neck, his lips were completely disintegrated, a large veiny tumor growing out from his skull down his jawline on one side. _Gross_. At least his eyes were closed.

He still wore his security badge. The white coloring had a smidge of blood on it, but read off like so.

 **'#815** Picket Patch – **Eclipse Station: MANE** Security Level 2'

I checked his pockets to see if he might have any other information. Glad I did since he had keys soaking in the water, still tied to his belt. I managed to snap off the rubber that held it attached with one quick pull. Since I was unsure how this place worked I also took the badge just in case.

"Well, you won't be needing these anymore."

All of a sudden a wheezing and low toned growl could be heard. I wasn't sure from where it was coming from at first, the noise was so quiet. It wasn't until I looked back up at Mister Guard here that I realized something had changed. It seemed that a cloudy gray coloring had taken over his pupils to where there was no real color or blackness to his eyes. Wait, when did his eyes open?

"Oh, _fuck_ …"

The growl became apparent that he was the cause as his mouth moved, I reeled back in horror slamming my back into the water. Fear causes you to do stupid things at a moment's notice, I say this because I lost the keys and badge _IMMEDIATELY_ to the water. As I pulled myself together and back to my feet, I looked back at the living abomination. His head was moving but the rest of him was not, although it was definitely trying.

I searched the water with my flash light. The badge was floating nicely atop the dirty water. I grabbed it and heard a plop in the water behind me. Perhaps the next dead pony I come across I'll actually check their pulse before I check their pockets. This disease in pony form was getting to his hooves slowly but surely. About the same time that I found the keys, he had risen up on all four legs.

He growled and moaned as I ran past him to the other side of the stair case. The water seemed to cause him to move at a snail-like pace. Of course you have no idea how hard it is to run up stairs with three soaking wet legs that cause you to slip and slide, all while you're carrying two small items in one hoof. I reached the top and trotted as fast as I could over to the security door next to the other set of stairs. Throwing the badge to the ground in front of the door, I quickly tried the chain of keys as fast as I could.

Apparently snails can move pretty fast since he had already made it to the top of the stairs. He was making his way around the railing just as I managed to pick the right key. I opened the door and slammed it behind me, only to reopen it a second later after realizing my mistake. The badge laid there on the floor just as he was nearing the corner guardrail of the stairs next to the door. I swiped it quickly and slammed the door once more.

It was able to keep me locked in so I felt pretty secure with the locked door, but just in case, I pressed my body against it just so I could take a moment to catch my breath. Slamming and pounding could be heard as I gathered my thoughts. Well, technically, the only thought on my mind was ' _what the fuck_ ', but it was a pretty appropriate thought.

I stared down the checker board pattern floor of the corridor. There was another security door that looked identical to this one on the other side of the hall, no way was I going back in another cell block though. There was also an opening to another corridor on the left side which seemed like a better option. I rose to my hooves and grabbed the keys and badge. Inching my way closer to the opening I pressed my body against the wall and tilted my head out to get a better look.

A large iron bar gate was blocking the way, but right next to the gate was an open door from which a bright blue light shined from. I moved my body along the wall, careful to not make much noise, as I got closer to the gate. Peering my head into the open door revealed it was the security checkpoint. Television monitors gave off the bright blue glow that I had first noticed.

Two tables sat against the left side of the room from where I entered, TV's mounted to them with wires crawling along up into the ceiling. The other side held a water cooler and a black couch, perhaps a place to rest during guard duty. I made my way to the back end of the room where a panel of buttons and knobs sat.

Next to the panel sat a stool covered in a dark red gooey gloss, along with clothes of a security guard. I checked over the panel first, since I figured the gate was connected to here. Sure enough, three levers that controlled different gates. I pulled them down one at a time until I heard the gate outside start to creak. No need to be stupid and open every one, if I needed in a specific place I could just come back here and unlock it.

Before leaving I checked over the stool. The clothes held a badge, but it was covered in blood. _Ew_. The tie had very little goop on it thankfully, I swiped it up out of the gross pile of bloody clothing. It wasn't going to be around my neck originally, but tying it with one hoof resulted in a sagging and clanging. So, here they both dangle around my neck now.

It would be easier to just open the suit and toss them in, but I'd rather not take the chance until I know what the hell is going on.

With the gate unlocked I made my way down the open corridor. A few twist and turns don't tell me much about this place, but I do finally reach another gate. I probably should have left all the gates unlocked, but this one had a filing cabinet that kept it from closing. I leapt over it easily, keys jangling all the way.

There was another door fairly close to the gate. It was a little bit hidden in a shadowed nook off the corridor, but I heard static coming from inside as I walked past it. I peer in a little to look inside before I entered the room. It was another security checkpoint but this one seemed like an actual rest stop. There was a table with mounted televisions, just like the last checkpoint, but all of them were tuned to static broadcasts.

Unlike the last checkpoint, this one had a map! I could finally figure my way out of here, maybe find somepony that could help me. Hell, maybe find somepony that knew me. Of course, the map wasn't going to just say 'exit'. Only thing that looked like an out was a tube-like connection that said ' _tram_ ' that goes to a place called HOOF.

"The shit is up with these weird names?"

Apparently, ask and you shall receive has been my gift for today. Right at the very top of the map in big bold letters read, ' **MANE -** _ **Mechanical Analysis for Neuroscience Experimentation**_ '.

"The _fuck_ is that!?"

To be perfectly honest, I only know one of those words, but I had a really big question on top of the numerous others after I read that. ' _What was I even doing here_?' Does that mean I'm a scientist who worked here, or maybe one of the security guards? Or maybe… I was a prisoner in a cell all along?

I shook my head. Can't think thoughts like that since it doesn't even matter. Everypony seems to be dead, so they will probably be thankful to come across an amnesiac, regardless of my background. HOOF appears to be the only way out of this dump. All I've got to do is take a left out the door, go through the cafeteria, make my way past the engineering factory, and then head for the tram station. Piece of cake.

One note to add is that, while 'ask and you shall receive' has been a blessing, it's also got a bit of monkeys paw to it. Whenever you think you're going to get something easy, it's never easy.

Moaning and growling could be heard outside the door. I rushed to it and peeked my head out only to witness two rotting abominations wandering the hall. They hadn't noticed I was here thankfully, so I quietly closed the door. I'm actually surprised that they didn't notice me in here, what with me vocally losing my shit, or the large amount of static…

"Wait. What happened to the static?"

I quickly looked over at the monitors, they had changed to an image of an unknown purple ponies face. I only managed to see it for a second or two before it reverted back to static, but I know what I saw. A loud, scratching, metallic clatter broke my focus on the static filled monitors. It was followed up with an alarm I could only barely hear from the distance. I once again peeked my bucketed head out.

The two monstrosities were shuffling down the corridor I had come from towards the noisy alarm. This was becoming a common occurrence, one freaky thing right after another. But I wasn't going to look a gift abomination pony in the mouth. Immediately, I headed for the cafeteria just like the map showed to me. It was right around the corner from the checkpoint, but as I reached the cafeteria doors I found that it was locked together by iron chains and a metal pipe. The only other path was in the opposite direction - the barracks.

Those disgusting flesh bags probably came from the barracks anyways. I placed my hoof on the pipe and lifted it up through the chains. They metal chains slid off the handles and clanged together as they hit the floor. The noise was sure to draw the guys behind me if the alarm had quieted, and of course anything behind these doors.

I expected bodies to be hanging from the ceiling and blood smeared across the walls by the same lunatic that scribbled the words on wall across my cell. _There wasn't_. The entire cafeteria was well lit, some of the benches were moved erratically, but there was no blood. Bodies on the other hoof, well, just one body at least. I pulled back the cafeteria doors behind me as I entered, just in case the rejects heard the clanging of the chains.

On one of the tables in the middle of the room sat a body, it had remained seated with its torso and head lain across the tabletop as if they were sleeping. It wore the same type of suit that I was wearing. I felt secure in walking over to it, mostly due to the big knife sticking straight up out of its neck.

Examining the outside of the suit told me nothing of who they were, which was great news because that would make it too easy to find out who I was. Sarcasm aside, there was nothing that told me how to remove the suit either. The weirdest thing was that the blade was stuck, as if it was glued to the inside.

I pulled their head back and tried to remove the helmet. Twisting and turning did nothing. It was then I noticed the latches that held the helmet to the suit. Lifting the steel fasteners one by one, I was finally able to open it, the knife still held in their neck. The brown fur and blonde mane of this unicorn was accompanied by a neck ring of blood, most likely from the stab wound.

"Why does this one still have a head? Was it because he had a suit on? He isn't even melty."

Talking to myself seemed to help. Not in getting answers to the questions, no, but just relieving my anxiety. Seeing my heart rate didn't help my level of stress, but taking the time to think and question did. Maybe I was a scientist after all.

The knife didn't seem strong enough to pierce the suit. The edge of the blade was flat against the casing, which meant the helmet and suit could clamp together without it being in the way. I checked the seal around both the neck of the suit and the helmet, neither had its edges cut or torn around the wound.

"He was stabbed and then the helmet was placed on?" I picked up the helmet to see what I could view from the inside. "Who was this dude?"

Just as the words left my mouth, something popped up from my HUD. ' _Would you like to connect_?'

"Um, sure?"

Text appeared in my HUD once more. ' _Please insert cable_.' A panel of metal opened on my right foreleg. At first I thought I was done for; or at least infected with some sort of plague. Turns out the panel doesn't open to the inside of the suit.

An image appeared on the screen below the text describing where to open and find the wire on the other suit. I slid open the panel on the back of the dead ponies helmet and pulled out the cable. Once I stuck it into the slot I was greeted by a wall of text and information, it almost went by too fast for my head to take in. After it connected I was able to find out everything about the pony.

Occupant – **#417** Golden Rose

Biochemical Supervisor: Level 6

 **Eclipse Station: TREES**

Status: **404 Suit Unconnected**

213 Days remaining power, please dock at charging station.

 _Would you like to view last available holotape_?

I was unsure what a holotape was, much less what information it could contain. Needless to say, any info was better than none. I activated the holotape.

 **~.~.~.~.~.~.~**

 _ **Begin holotape**_ _…_

 _Chief,_

 _While it is clear that HOOF is responsible, it should also be said that MANE did not contain the outbreak like they said they would. I'm meeting with Monkey Wrench now to tell them they will be denied access to TREES. I don't care what the director says, she's over at PONI, and we have to keep TREES infection free._

 _You can yell at me when I get back. I'll let you know once I'm done meeting with them at MANE's first quarter cafeteria. Shouldn't take long._

 _This is Golden Rose, out._

… _ **End holotape**_

 **~.~.~.~.~.~.~**

"Well, guess we know what happened to you, eh Rose?"

I disconnected the wire from my leg plate and tossed it aside. If I was able to see the status of another, why couldn't I see my own? On a whim I tried and sure enough, ' _Suit Status_ ' was the magic words.

Occupant – Ki8LPRX30

Information invalid

 **Please update information subsets.**

Status: Cognitive Connection Disabled. Vitals Normal. Kinetics Enabled.

1767 Days remaining power.

"Well hot damn! I'm a series of numbers and letters! That's great, now I know everything about myself and my memory is kicking back in!"

I let out a long exasperated sigh. One step closer, and one step back. If the suit didn't even know who I am, how was anypony else supposed to know either? Was there a point to even go on?

"Fuck it."

I kicked Rose's helmet off the table in frustration.

"I'm alive. That's all the matters."

After pulling myself together I headed for the exit. The coast was clear for the next corridor, it was like a polar opposite of the security area. With the employee quarters on the left, that meant the right went to the factory. The map had shown that they were mostly connected to each other through corridors like this, but it seemed like going through the workshop was the shortest route to the tram.

With the shambling horrors that roamed about, I was slow and steady in my speed. The many questions I had were met with many assumptions. First assumption, they were attracted to noise. Second assumption, this place still has the lights on so there must be ponies still working. But, you know what they say about assuming.

The corridor eventually led into a doorway of darkness at which point I turned on my flashlight. There was no sign or information as to where this was, but I had assumed it was the factory. Cautiously I walked in and took a look around with my light. It was definitely the factory, the machines still looked functional even with a little rust. Metal parts were strewn about on conveyer belts. It was as if everypony got up and left in the middle of work.

Tools and boxes lined the walls near the heavy machinery in an orderly fashion. It looked as if they mostly built computers, though I doubt that's all they built. Maintaining a hushed pace, I eagerly looked for the exit door. I had the map memorized, so I knew I was heading in the correct direction.

Of course, what I didn't expect was the monstrosities that crowded the exit door. They twitched and convulsed as they stood congregated, unmoved by the light from my flashlight. I could tell they didn't care about the light as one of them stared in my direction but completely disregarded me. I grabbed the closest tool I could with the minimalist of sound I could make, then reared back and threw it as hard as I could in the opposite direction.

I'm unsure if they all heard the noise or just one of them, but when one started to move the others followed. As they passed my location I got a good look at the horrid features that their bodies had succumbed to. One of them had their back split open and their spine exposed. Another had its muzzle completely missing. None of them had any form of hair though, their shaven heads and skirt-less docks seemed to be a feature for these atrocities.

The pony in the suit had hair at least, so hopefully I still have mine. I won't be taking off my suit to find out, at least not any time soon. First I've got to get out of here.

With the gurgling horrors far enough out of earshot I quickly made my way to the door. It was locked, but I've got a chain of keys still holstered around my neck. Noise wasn't an issue anymore if I could just open the door. I could hear the shuffling behind me. It was the third to last key but it finally unbolted the lock. After I opened the door and entered the room I slammed it shut behind me and relocked it, no point in seeing how close those things were.

I turned off my flashlight. The room was well lit, no, blindingly bright is a better description. The entire tram area was a bright white – the ceiling, the floor, even the walls.

The floor was tiled in a hexagon pattern which fit well with the seated benches that lined the wall across from the railway. Arms of the benches matched the shape of the tiles, the logo of 'MANE' printed on the inside. The tram itself was at least a nice shade of teal, and the benches posh lining matched its blue hue. It was as if I was entering a different dimension from what I just bore witness.

Another map was suspended overhead but this one displayed the tracks. Two trams would alternate between going to HOOF and going to another section of MANE. Suffice it to say, I was happy with just having one tram for my personal use.

I boarded the tram and headed straight for the controls. Since the passenger carts were all connected to the station entrance, it was easy to make sure they were cleared out of any gruesome's while I made my way to the front. No blood, guts, or mayhem. Could it be that the nightmares were all locked away and everypony else made it out okay?

Once I reached the controls I realized something, I have no idea how to operate a train. It's completely foreign to me. Well, everything is foreign to me at this moment in time. Levers, knobs, and switches all make no sense. There's a monitor above but it's just a black screen. The seat doesn't even seem that comfy.

Pushing one of the switches seemed to close a set of doors, while one of the knobs controlled the lights of a single section. The levers don't even seem to do anything other than piss me off. I slam my hooves on the circuit controller and begin to curse at the train.

"Why don't you just freakin' work!? It's not that hard to move your ass! Just, fucking, go!"

I'd given up hope to start it, thinking I'd have to walk the tunnels on hoof. I sat down and laid my head against the back of the chair, giving myself a little rest before I make my journey. My body didn't feel at all exhausted, I assumed it was the suit, but my head was drained from all the tension and strain.

"So, you're just going to sit on your ass all day?"

I promptly answered that question with a smart ass remark. "Well it's better than getting my ass pounded all day. Wait- Who!?"

Looking around the cabin of the tram revealed no one. Did I just imagine myself talking to somepony?

"Up here metal head."

The monitor held the face of a purple unicorn in it, when did it change from the black screen?

"Wait, are you a computer or something real?" I stood up from the chair to get a better look at the pony on screen.

"You lose your brain or something? How do you not know who I am?" The purple unicorn berated me, but her mouth didn't move when she talked. It seemed like just a still picture, how was I supposed to know it was a real pony?

"Hello, are you going to answer me or what?"

I stuttered with my words, not sure that I even cared if she was real or not anymore. "Oh, uh, actually I did lose my memory. I have no clue who I am and it's driving me nuts. So, you'll have to excuse me if I have no idea who the little purple unicorn insulting me is."

"Tough break. You're smart enough to sit in a diving suit though. Don't ever take it off."

I let out a chuckle. First time I'd actually laughed, it felt nice. "A lunatic once told me that and now look at me, talking to a monitor. Perhaps I was the crazy one this whole time."

"Great, you're insane, which means you're of no use to me. Guess I won't start the train for you."

"Woah, hold on now it was a joke! Don't be like that! Come on!"

This little purple bitch had me by my nonexistent balls. No way did I want to walk the tunnel to HOOF. Not that I couldn't, but I'd like to take a minute to relax, y'know?

"Alright lug nut, I'll send you to HOOF."

Technically, I wanted out of the whole complex, but at least this got me away from the abominations of MANE. "Awesome, anywhere is better than-"

"On one condition."

 _Fuck_. _Me_.

"Uh, okay, what condition is that?"

"I need a servant to get me a few things."

This shithead was going to make me run _errands_? She's joking right?

"Why can't you get them yourself, or somepony else to get them for you?"

She didn't respond for a few seconds. I thought she had actually disconnected on me.

"I'll make this very clear for you. **Every**. **Pony**. **In**. **This**. **Station**. **Is**. **Dead**." I was unsure if she paused to see the reaction on my face, but seeing as how I've got a helmet on she probably couldn't see my jaw drop. "I can almost guarantee I'll be no help in getting your memory back, but I can offer something much more. I won't explain more until you agree to help me."

"What's my end game?" I blurted out without any real thought, not actually wanting an answer, but I had become accustomed to talking to myself. I had no reason to live other than the pursuit of my past.

"I'm trying to save pony-kind. Hell, if your ' _end game_ ' is just getting your memories back, why not start by helping me in the mean time? I'm sure you've met me, I've met everypony in Eclipse. It could jog your mind into place."

"Alright, screw it, I'm in. What's your name or am I just going to refer to you as bitch-who-is-in-charge?"

A giggle came from the monitor, it was rather cute. "Actually, when everypony was alive I'm sure that was a more common name for me. But since you're ' _new_ ' here, I'll have you address me as Twilight Sparkle, or just Twilight for short. Hell, if you want to play by old world rules you can even call me Princess Twilight Sparkle. But mostly, I'm the Director of Eclipse Station."

I wasn't sure what she had meant by 'Princess', but I wasn't going to question it. I'll add it to my catalogue of questions that still need to be answered. For now, I just wanted to be away from MANE.

"Alright Twilight, send me to HOOF. I'm more than ready to be out of this hell-hole."

The tram's doors that were still open had slammed shut, the entire locomotive had started to move.

"Sorry soup can, I need you to go to the second quarter of MANE first."

Slamming my hooves on the console in front of me, I shouted at her as I shoved my helmeted face against the monitor. "Are you FUCKING flooding the toilet with this shit right now!? You cannot EXPECT me to head back into that place! There is no possible way!"

"Calm down, I need you to get an energy tablet and bring it to me. It's better to get it now than come back for it."

I stomped my hooves up and down, filled with pure rage. "And if I die to those hemorrhaging beasts, then what?"

"Well, seeing as how you are an empty shell waiting to be filled by memories, I'd say you're already technically dead."

The tram had been moving at a steady pace for the last minute, at the speed it's traversing I'd be lucky not to die from the jump. If it makes it to the other side of MANE, it'll take even longer to get to HOOF by walking.

"Fine, where do I find your energy whatchamacallit?" The annoyance in my tone felt sharp enough to cut glass.

"Chief Overseer Gleaming Spanner's office. Should be the third floor. Ponies evacuated their offices and headed for HOOF once the outbreak started. Still, you should be cautious. In fact, even when you make your way to me you should remain quiet."

"Where even are you?"

"I'm at HOOF, actually. So once you get this you can come straight to me. Oh, we've arrived."

The tram had made its stop in a station almost identical to the last. Bright white, hexagon shapes, just as eerily quiet. Only difference was the large amount of suitcases that lay on and around the benches. Unlike the last station, it seemed these ponies had time to pack and get ready to leave.

"Great. Let me go risk my neck real quick, shouldn't take me long." I sarcastically said as I adjusted my tie and got off my ass.

"Oh right, before you go I've been meaning to ask, what's with the stupid tie?"

Jingling the keys and badge at the monitor, I explained the problem. "I'd rather not carry these around in my hooves, so I made a nice little carriage. I can't use magic, so either I'm not a unicorn or I've forgotten how."

She laughed. She was literally laughing at me. _Rude_.

"You really are lost, aren't you? You're wearing a diving suit, magic doesn't work inside it. There's a button on the underside of your left foreleg, fourth panel up. Once it's pressed, it allows you to lift things through telekinesis just like if you had been using your horn."

A list of movements appeared on screen over the picture of Twilight. "When you want to lift something, just put your hoof on it and say ' _lift_ '. When it's lifted you can command it to do a number of things. Hold - which will hold it to your body until you remove it. Follow – which will make it follow you as long as its path isn't blocked. And finally, stay - which will make it stay in the air unless you've moved a few dozen yards away from it."

Holy shit. That's a lot to take it all at once, but it's good to know she's helpful. Maybe once I meet up with her I can ask for an instruction manual. Well, actually I'd like to just get out of this rust bucket.

"Alright, education aside I'll keep the tie on. Although I don't think these keys or badge will do any good in this part of MANE." To be honest, I just didn't want them to accidentally clank against my suit if I were to run into another one of those bloody creatures. I set them both down in the seat next to the console.

"I'll be watching you."

The monitor turned back to a black screen after she said that creepy statement. I don't expect much will really come from meeting her but if we are the only ones still alive here in Eclipse then I've got no other options. This facility isn't the whole world after all.

After exiting the tram I looked over some of the open suitcases, mostly just testing the telekinetic abilities of the suit, but also to find something to defend myself. The ability to use a weapon without the requirement of using my hooves to fight would be an advantage over the horrors that may await me inside.

Personally, I'm more of a flight than fight pony. Hope I wasn't a security guard before I lost my memory. Nothing worth taking in any of the suitcases that I could find, unless you count money as useful. Even as the threat of death loomed, ponies still wanted keep their fat stacks of bits.

From the other half of MANE, I expected a large number of ghoulish figures standing near the door to the inside. This door wasn't locked like the other one was, may as well take it as a good sign. I grabbed the handle and pulled one of the doors open slowly. Surprisingly, it was lit up just as nice as the tram area.

Upon entering, the first thing I noticed is that it was one big waiting area. Three large corridors sat to the east, west, and north of the entrance. They all intersected in the middle, which was just one big reception desk. The area around the entrance leading up to the reception contained blue and red stools, large vending machines, and withering potted plants. It felt as if I was at a hospital or something.

Seeing this lobby, soaking in the environment, it's best to be described as if I were coming home for the first time in a long while. I'd like to say I remembered something, but the feeling did not spark anything in my mind. But I know I had felt this sensation before, and that has to mean something.

Checking in at the reception desk revealed nothing other than these ponies left in a hurry too. A cup of coffee still sat mostly full next to a keyboard. The walls of the corridors had guidance markers to explain which section was at least. The east was engineering, the west was neuroscience research, and the north was living quarters and office space.

"May as well get Twilight's bullshit then check out the other areas."

I'm sure the living quarters will be the most dangerous anyways. I'd like to take a moment and change the sign to say 'unliving' quarters but that'd take too much of my time.

The northern corridor took me to a smaller corridor that held a few offices, elevators, and some other doors that I'm not sure what were. Papers were sprinkled about, chairs had been knocked over, some suitcases here and there.

I don't recognize any of the names on the offices. Pressing the button to call the elevator didn't seem to do anything. I followed the signs from the elevator to a door that contained a stairway. After the last time I had to deal with stairs, I'm surprised I don't have a stress disorder from seeing them or something. There seemed to be only four floors as I looked up the siding of the rails after reaching the third floor.

Tape covered the window on the door, blocking the view of what could be behind it. Luckily, the tape was on my side and so all I did was pull it up enough to see in. The hall was dark, but some of the offices still had their lights on. Filing cabinets lined the walls of the hallway, and I could see a corner to another hall at the other end.

I've got to give myself credit though, I'm one smart pony trapped in a tin can. I opened the door and slammed my hoof against one of the closest filing cabinets.

"Hey! Metal hooves for sale! Come eat your metal hooves!"

Shutting the door quickly, I pulled up the tape once more and waited to see if anything crawled out of the open offices. Narrowing your eyes to see further away was pretty difficult when you're looking through a camera's feed. Apparently the helmet didn't come with a zooming function, or I'm too stupid to know the key phrase.

Nothing seemed to be drudging out from the open doorways of the hall, so suffice it to say I was pretty happy, even if my little trick didn't seem to work. I opened the door and entered, carefully taking notes of each open offices interior. The closed doors were not ignored either, as I made sure each one was unquestionably shut tight. The elevators were still out of order on this level, not that I expected them to suddenly start.

This quest for the ' _battery-thingy_ ' was actually helpful. It let me take time – time to think. About myself, about my past self, and even about my future self. Was I paranoid because of the horrors, or perhaps was I always paranoid even _before_ I lost myself? My memory of everything since I first awoke had been crystal clear, but if my memory was so good then why am I an amnesiac?

"It's bullshit…" I whispered. Can't seem to stop talking to myself, but I can keep it from getting myself in trouble.

Reaching the corner of the hallway, I poked my head out. All the doors were closed except for the one at the end. Presumably the overseers offices would be at the end of the hall, he was the most important, right?

The sign outside the final door did read 'Gleaming Spanner', so either my memory knew it or I'm really lucky. The room itself was dark and the blinds on the door had been shut. Flashing my light through the cracks of the shades revealed nothing other than a desk was inside the room, who could have guessed a desk would be inside of an office. I turned the knob, but it was locked.

"Maybe I should have kept the keys."

The wooden door seemed sturdy enough that a bashing could hurt _me_ more than damage _it_. Only way in was to bash the door knob off, but if there was something inside the room - I'd be alerting it immediately. I knocked on the glass part of the door a few times before pressing my helmeted head against it, trying to hear the shuffling of hooves or the moaning of a mindless lout.

I was scared. The feeling rang out through the bones of my body as I waited in anticipation. A second passed, then another, and another. Finally, a loud thump and the slamming of blinds against a window. The noise caused me to jump and shriek in terror all at the same time. It wasn't the door I was expecting, as the sound came from one of the doors behind me.

Regaining my composure quickly, I knew I didn't have time to waste. Slamming the knob off its screws with one quick kick of my foreleg, I pushed open the door and slammed it behind me. I'm not sure if these walking atrocities are robust enough to deal with the simple workings of a door, but sticking around to find out seemed like a dramatic ordeal that I refused to be a part of.

Looking around the room I noted how small the space was for a pony that held the title ' _Chief Overseer_ '. Barely enough room for two filing cabinets, a desk, a chair, and a table next to the door. The desk took up most of the room, but barely had anything on it. Some pencils, papers, a small fan, and one of those ball clickers that move back and forth on its own.

Quickly searching the drawers of the desk revealed something, I have no idea what an energy tablet looks like. Did the bitch even know for sure there was one here? Every drawer seemed to be empty or filled with papers and files of things I didn't care about. All I could hear was the pounding coming from a door in the hallway as I searched the room.

I pulled back the last remaining drawer and looked inside, but it was just as empty. An exasperated sigh left my mouth as I shifted my eyes to the door. It would seem as if I'd never find it. I peered back down to the desk, a reflection of light crossed my vision. It came from underneath the desk itself, down on the floor.

Using the lift command of the suit, I raised it to eye level. Chrome plating with the words ' **Pony** - **Power** - **Pack** ' scrawled across the side. I flipped it over to read the description. Of course, I didn't really understand any of what it said, but the words _energy source_ appeared in several of the sentences. This little rectangular plastic piece of shit that was barely the size of my hoof was what I risked my neck for?

"Fuck it. Hold."

The commands for the suit seemed to work, so maybe this wasn't all for naught. It would stick to me regardless of where it was placed, I tried a little bit of everywhere. Neck, back, head, _even the crotch_. Technology sure is something. Another slam from the hallway finally broke my foal-like amusement.

"Oh, right, I suppose I don't have time to waste."

Rushing to the door, I first pulled up one of the blinds to see if the beast had escaped his cage. The door vibrated with another wallop, signaling it was my time to leave. I opened the door to Spanner's office and stepped outside, just as the door in the hallway smashed open. Naturally, I panicked and rushed back inside - slamming the door behind me.

Probably a bad idea since the monster is blind and not deaf. Actually, it was undoubtedly a bad idea as the uncoordinated steps could be heard as it traversed the hall towards the office I was in. Pressing my body to the corner near the table, I tried to make as little noise as possible. Then, brilliance struck.

As quick and quietly as possible, I walked over to the ball clicker that sat on the desk. After pulling and releasing one of the balls, I threw myself as quickly as I could back into the corner. The clicker continued to bounce back and forth as the rotting creature pushed the door open with its face, or what remained of its face.

This one didn't even have an eye in one of the sockets, it just hung there on his cheek. I'd say that was pretty gross, but in place of its eye, a fleshy muscle looking object protruded from the socket. I held back the gagging reflex I was feeling as I waited to see what it did. Hearing the ball clicker, it stumbled onto the desk, knocking itself and the fan on to the floor.

I took this opportunity to rush past it, not even bothering to close the door behind me. The adrenaline surged through me as I hit the exit stairs and rushed down the three flights. I didn't stop running till I hit the reception desk, where I took a moment to catch my breath.

The once calming entryway that had me reminiscing of a home lost in my memories, now punctured my stomach with the dread of isolation and claustrophobia. I was trapped in my suit, everypony was dead except for me... and Twilight. _Twilight_! I had to get back to her.

As I started to move past the desk I could feel my vision go blurry, darkness seeping in around the corners of my peripherals. I latched on to the counter to pull myself together, knocking off papers and pens. My body felt heavier and heavier as I lugged it along the counter. The entrance between the desks were further apart than anticipated.

I lunged for the other side of the counter to continue to use it as support, but my visualization of the distance was far greater than perceived. Slamming my head against the counter only intensified the shadows entering my vision. The only thing I could do was crawl into the reception's work area and slide my body underneath a desk.

For a moment, I felt safe huddled underneath the receptionist's workstation. The numbness took hold as the light fell in its battle to the shadows. Cold, warmth, soft, rough. It was as if all my senses clouded into one higher former of sensitivity.

Then, darkness.

A grassy field, a cerulean sky. The sun shining overhead. Sounds of gears scratching back and forth.

Flying. I could feel the wind blowing my mane around as I flew through the sky. I looked down at my forelegs, the suns warmth felt nice against my black fur. The happiness I felt resonated clearly within my very being. Nothing could compare to this love inside my soul.

 _I don't have black fur_.

That thought pierced my world. I looked down at my forelegs once more, they had begun to melt. Skin sizzled and slid off like grease in a pan. I began to fall to the ground whilst screaming out in agony. The ground got closer and closer as I stretched out my forelegs to embrace the oncoming collision, but only bone was left after the skin had melted.

Boom. Right before I hit the ground, blackness once more filled my vision. I could still feel the flames burning me, the searing of my skin as it slithered off my bones.

Finally, the light returned. I opened my eyes, scanning the area of where I was. The hexagonal tiled floor told me exactly where I was. My head slammed against the desk as I tried to stand up. The soft padding inside the suits helmet really didn't do much when it came to banging into things.

I pulled myself out from underneath the desk before finally coming to my hooves. First thing I did was check to make sure I still had the energy tablet. _Hell yeah I did_. It was time to get my metal ass out of this hell-hole.

I'll ask Twilight if she knows what caused me to blackout, but I'll be keeping the strange dreams to myself. My walking wasn't wobbly at all, in fact my whole body felt completely normal. Status showed I was perfectly fine as far as my vitals were concerned. I'd need to ask Twilight about 'cognitive connections' for the suit when I finally met up to her face to face.

Since I felt like the life had just been poured back into my veins, why not check out some of the other areas of MANE real quick? I still hadn't found out anything about myself, maybe I worked and lived here. How else could I have woken up in a jail cell?

Both engineering and neuroscience looked interesting, but for some reason my gut was telling me to say ' _fuck engineers_ ', so neuroscience it is. Maybe they left something that explained why my brain didn't communicate with my nervous system. Fainting was pretty horrible, the feeling of numbness still sickened my stomach. At least, that seemed like a good enough excuse to check out the labs.

I walked to the doors of the lab and tried to gaze inside, but was unable to see past the frost tinted glass. I grabbed the handles of both doors and pulled them open simultaneously. Y'know that trick earlier that made me feel super smart? Well, maybe it was because I hit my head, but I sure wasn't thinking clearly before I opened the doors.

The light from the lobby shined into the doorway, only to be blocked by the first row. I could count seven, then another row behind them of eight or nine. There were more even behind them, too many to count in the short amount of time I stood there.

As soon as I heard the first growl I turned tail and ran. I looked back as I reached the reception desk to see how fast they were. They were incredibly slow, trickling out the door like sand in an hourglass. While that may have been a relief, the sheer numbers that continued to pour out was more than disconcerting. The grotesque bodies just shuffled across the floor slowly with no real direction other than towards the sounds I made when I ran away.

Could they even harm me in my suit? If I just stood quietly would they even know I was here, and what would happen if they bumped into me? The fear in my heart fought valiantly against the critical thinking of my mind.

It wasn't until I saw _it_. The slowest and largest of the bunch made its way through the crowd. The abomination seemed to be jacked up on steroids, twice the size of any of the others, and was missing its lower jaw. The other horrors just seemed to be an inconvenience for him, as he would just crush them if they were in his way. I don't think he even meant to do it but he was just so large, and his stride was so long that they couldn't seem to move out of his way fast enough – not that they were trying.

How had these physical nightmares not burst from the door of the labs? The door wasn't even locked, and the big guy probably could've smashed through it regardless. He could probably smash through metal doors, he was _that_ threatening looking.

I was staring at these ghoulish ponies for only a few seconds, but it felt like ages. It didn't take long for me to snap back into reality after I realized the big guy could crush me on accident, let alone on purpose.

Running back out to the tram station, I slammed the door behind me and took off my tie. There was no deadbolt on this side, so I used the tie to keep it secure. Even if that enormous, tumor filled, bone crusher of a monster _could_ crush the metal doors, the others _probably_ couldn't, and this would buy me enough time for the tram to be out of volumetric range. I then hurried back onto the tram.

"START THIS SHIT! NOW"

I slammed my hooves on the console to get Twilight's attention. Her picture appeared back on the monitor.

"I didn't think you were coming back. Did you find the energy tablet?"

Pulling the chrome box off my shoulder, I waved it in front of the monitor. "Yeah I got it! Just move the damn train!"

The trams doors closed and the screeching of the rails signified its beginning movement. I let out an exasperated sigh of relief as I sat down in the conductor's chair.

"What the hell happened in there?" Her voice showed concern, but I'm sure she was more worried about the tablet's arrival than my well-being.

"Oh, you know, the usual. Got the tablet, took an accidental nap, and released a walking nightmare twice the size of myself with its posse following along. The usual."

"Oookaaay. Well, you'll be at MANE's first quarter shortly, then it's off to HOOF." The monitor blinked off after she finished talking.

It felt nice to just sit and relax, watching the tunnel lights flash by every few seconds. It was a moment of silence, I hated it and loved it. I needed to talk to somepony, but the stress was really aching my blood to where being alone just seemed so pleasant.

"Hey. You still there?"

"I'm always here." The monitor flicked back on after she said that. I guess she's always able to hear me, that's an eerie notion.

"Who do you think I am? Like, what's my name?"

"You're in a diving suit designed by TREES, I may have been director but I did not oversee every operation. Who knows who you could be?"

I just sat there trying to contemplate who I was. Remembering the dream vividly, it was so surreal. Am I a pegasus or unicorn? Maybe just an earth pony, though I don't seem very strong.

"Is… Is that all?" She questioned.

"What?"

"I'm not good at chit-chat, so, I wasn't sure if there was anything you actually wanted."

What _I_ wanted? I want my memories. I want to not be in this soulless landscape.

"I want a name." There I go just blurting out things again without any thought.

The sounds of her stalling for time to think about an answer came briefly over the speaker system before she responded.

"Let me think up one for you, something that kind of matches. I'll have one for you once you finally reach me at HOOF."

"Alright, cool." I said nonchalantly. Actually, I really wanted one right then and there, but it's not like it mattered. It felt nice just to talk to another pony that didn't want to snap my bones.

"How did you survive, Twilight? Are you in a suit too?"

"Not exactly. It'll be easier to explain once you've arrived."

Another silence fell between us. I could tell it was going to become an ordinary issue.

"How long's the wait till I get to HOOF?"

"Forty-five minutes. You should get some rest. I don't need you passing out while you're helping me."

"Okay. Wake me up once we're almost there." I replied as I got up from the chair.

"Will do."

The screen went black again. She really doesn't seem like the type of pony that socializes. I wonder what type of personality I had before I lost my memory. Hopefully something sarcastic.

I laid down on one of the passenger benches of the front cart. Not the most comfortable of spots for trying to catch the elusive sleeping cloud, but it would have to do.

It's hard to sleep when you've got so many questions floating around in your head. It wasn't just ' _Who am I?_ ' anymore, I needed to know who I was emotionally and mentally. A name would help, but was my former self the same as I am now? Do you become a blank slate when you've lost all your sense? What if I was a pathetic, weak-willed individual? Would it clash with my brash, confident self that I feel I am now?

I couldn't even wipe away a tear that strolled down my cheek, instead I hit myself in the face, completely forgetting about the helmet.

 _Just… Damn it._


	2. Chapter 2 - Equestria Abides

_I don't know_.

Those three little words describe my entire existence since I woke up in that cell. It's strange though, I have a basic understanding for how the world has worked and its environment, or at least I think I do. How is it that I have the knowledge of these things, but not the memories of me learning?

Twilight Sparkle may not know the answers, but she was my best chance at progressing until I found what I sought. She clearly had her own agenda, which I'm not against helping, but hopefully she'll return the favor. _Save pony-kind_. What does that even mean?

Whatever. It doesn't really matter, I guess. Although it is kind of funny. Ponies discover their cutie mark and go their whole lives trying to fill that purpose, something that defines who they are. Here I am, no knowledge of what my cutie mark is or what my past could be, but I'm just like them. I'm trying to figure out what my purpose is, what defines me, who I am. I don't even know how I know other ponies are like that, that's the worst part. I just do.

The speaker from the tram operator's cabin rings out with her voice. "You're about to arrive."

I opened my eyes. I hadn't fallen asleep like I wish I had, but it was nice to rest. I rose to my hooves as the tram began to slow. The grayish eyes of those walking nightmares would have haunted my sleep anyways.

"So, anything I need to know before I head in or am I just going completely blind?" I said as I entered the cabin. I could see the second tram in front of us, guess they weren't alternating any more.

"I thought you enjoyed having a complete lack of knowledge."

"Amnesia jokes. Very clever."

I could hear a soft giggle from the monitor. Bad jokes seemed to be her forte.

"Well, HOOF is really large, especially comparing it to MANE since that is your only experience thus far. I've got control over the entire facility from the central quarters."

"And so how do I get to you?"

"I'm getting to that, don't cut me off!"

With a shrug I apologized. "Sorry."

"Basically, HOOF is a big circle with two levels, one on top and one on bottom. There's five quarters on the top level and the sixth is in the center which connects to the bottom level. Easy so far?" I nodded my head in understanding.

"I'm in the very center of the sixth quarter, surrounded by the living quarters. There were a lot of ponies living here, but I've managed to seal all the doors to where you have a clean shot of getting to me. Just don't be an asshole and open one of the sealed doors and you should be fine. Just head into the commerce area behind the entrance door and make a b line for the elevator lobby."

The tram came to a halt as she finished explaining how to make my way to her.

"We're here. I'll see you soon. Hopefully the world won't end twice before you get here."

I nodded some more in agreement only to realize her words after the fact. "Wait, what that last part?"

"Oh, uh, right, I guess you don't really know about that. Well, I'll explain it to you once you get here."

"No, no, no, no. You'll explain it to me right now."

"I don't want it to halt your progress before you even get to me."

"Bitch, you tell me right now or I won't be making _ANY_ progress towards you."

We both remained in silence as I stood there, waiting to see what she would respond with. As much as I'd rather not have to travel on my own, I also don't want to be following orders of somepony who keeps information from me.

"Basically, the world ended. All life above ground was destroyed."

"Wait, you mean we're underground? How have ponies been surviving down here?" I'm sure my speech was a little crazed, but I tried to keep my tone as level as I could.

"It started when we discovered a new magical source of energy to where, well, how do I put this in layman terms? We basically forced two centers of an atom into each other." She paused for a moment. "Well, I guess if you don't know what an atom is, then that's not a very good explanation. Anyways, we could create power plants that generated enough renewable energy for everypony just by doing this."

"Yeah, okay, great. Clearly everybody died, get to that part." I said impatiently.

"You wanted the story, you shut the fuck up." She replied sharply, and then continued only after I apologized. "The energy we created, we called it ' _Magiclear Energy_ '. We had no idea that the power plants could be tampered with to where they would explode, releasing radiation into the air and killing everything within the blast radius. The plants were set up all across Equestria, it was our golden age. The crowning achievement for ponykind."

I could hear a long exasperated sigh over the speaker, it sounded robotic in tone, almost like speaking into a moving fan. "However, it did not last long. The last report I received was that the Changelings had infiltrated our reactors, they had become jealous of our resources. Princess Celestia and Princess Luna were meeting with the Changeling Queen to arrange for peace after the first plant was obliterated. The meeting was for peace, but the queen used it as a diversion to destroy every power plant we had while our armies fought the Changelings."

"What happened to the Princesses?" I asked.

"I don't know if they are still alive, but radiation destroyed everything very quickly on the surface. Plants, animals, ponies. Stations like Eclipse, the one we are in right now, only got a few reports before the lines were destroyed. It's been a long time since we've had any contact with the other stations."

"How many other stations are there?"

Her sharp tone returned. _Oops_. "Alright shithead, enough with the questions. I answered the one about our world dying and your little bonus question. If you want more answers, then get your ass here."

"Fair enough." I said with a nervous chuckle. At least I knew I could trust her, and she wouldn't just bullshit me the entire time I helped her. Of course, I don't really know if that story is a lie or not. Would she have a reason to lie to me? Probably not.

"Alright, Twilight. I'll head there now. See you soon." Satisfied with the answers for now, there was no reason for me to linger any more. I exited the cabin as the monitor faded to black. The entrance to HOOF was on my right, just like MANE, but for some reason my eyes turned to the left and out the window.

There was a different tram stationed on the other platform that was painted a light emerald green. The word "TREES" plastered on the side. A large catwalk was mounted overhead so that ponies who needed to board that tram could cross without entering the MANE's railway.

But neither of those were what caught my eye. It was the black and red bloated creature that stood tall inside the other tram. When it came into my focus, it simply disappeared. After the strange fainting nightmare I had, I simply chalked it up to being a hallucination. Just in case, I called out to Twilight.

"Hey, can you see anything in that other tram over there? I thought I saw a… Well, something."

It took her a second to respond. "Sorry, didn't catch that. What'd you say?"

"Can you see anything in that tram to TREES?" Turning around to the cabin, I asked once more.

"I don't have access to TREES from here, so I can't control their tram. So, no, I can't. Sorry."

Dejected, I turned back around and headed out the door to the platform. Just the entrance station was enormous when compared to MANE. Imagining the size of HOOF itself was going to be difficult. Arrows on the hexagon tile were colored in different shades as they lead through the doors into the first quarter of HOOF.

Upon entering the quarter, the labeling for one arrows stopped in the center and read as ' _Market_ '. Trash lay against some of the shops that were locked up tight. Benches and tables sat for open use around the area. I took my time examining the quarter and noticed it was far smaller than I had anticipated. Heavy metal shudders blocked the entrance to the surrounding quarters, assumingly shut tight by Twilight herself.

Standing next to one set of shudders still allowed me to view the shudders on the opposite end, albeit a bit blocked by the curvature of the walls. I could only imagine how packed this place must have been during the day. Making my way past the back of the shops lead me to the elevator access room. Shudders had been closed on each of the five lanes except for the markets, keeping out any of the horrors that sat upon the other side.

The lights were flickering but still functioned enough to see in the elevators lobby. With everypony dead, I would have expected power to be the first thing to go, but MANE and HOOF were proving me wrong. At least, they were at first.

There were several elevators, about sixteen or seventeen, but none of them would light up when the call button was pressed. Blood had dried on a few of the panels, and one had its doors slightly open with no elevator on the other side.

"Great. Came all this way and the elevators don't even work. Now what…"

The speaker system screeched and shrieked overhead, making me wish that I could cover my ears.

"Yes, I know the elevators are out. I'm having to divert power to bring them back online." The voice over the intercoms was familiar. It was less clear than that of the monitor on the tram, but it was definitely Twilight.

There wasn't much for me to do, so I simply stood there waiting. The floor still remained a white hexagon tiling, but the walls were a nice shade of amber. Eventually the shudders slammed closed to the market, I became trapped inside as I waited for Twilight. The lights continued to flicker more often than previously.

"Uh, hey Twilight. I'm locked in here and the elevators still aren't working. I'm already pretty claustrophobic from just wearing this damn suit. Could you go a little bit faster?"

Another screech from the speaker system. "I'm trying as fast as I ca-. Wait. What do you mean you're locked in there?"

"It means I'm locked in here. The door to the market just slammed shut."

"But I'm not-"

The speaker cut out at the same time the lights did. If I wasn't screaming I would have thought I'd fainted again.

"Flashlight. FLASHLIGHT! FUCK!" My flashlight blinked on, illuminating the darkness. The shudders remained closed, the elevators still off, and now the lights were gone. _Fuck my life_.

"Twilight! What happened! Can you hear me?" I shouted at the darkness, hoping to get a response.

The metal shudders that lead to the market drew up slowly, creaking and scrapping the entire time. I turned and shined my light down the hall as it raised up. That's when I saw _it_ once more.

It had no fur, as the wrinkling of the rust colored skin was too bloated to house any. It was definitely a pony at some point, as it stood on four legs, but from where the neck would be it was replaced with a large phallic looking mound of flesh. Two appendages spread out from the sides of this torso-like mass, one being much larger than the other. I wasn't sure if it even still had a head.

"T-T-Twilight?"

I could not stop staring, it was as if I were paralyzed just from the sight of the grotesque creature. The lights flipped on, flashing my eyes and forcing me to look away. When I looked back, it was gone, just like it had done on the tram.

"Sorry about that. Lights should be back on. I can't seem to get the elevators up and running so I need you to head through a different path for me." Twilight finally responded over the speaker system, a voice I was glad to hear. Even her insults would be a treat compared to the sight of that _thing_ again.

I could feel the metal of my suit knocking together as my legs shook uncontrollably. "J-Just, fucking, tell me where to go. Please." I could feel a few tears dripping down my cheeks, another reason I wish I could take off the damn helmet.

"Well, I've checked the cameras available in those areas around you and I can't seem to find any, uh, violent organisms."

 _What_.

"Okay, so, where do I go?"

"Head back out to the market and I'll unlock all the shudders on this level, then I'll start playing music in the elevator lobby for your safety. It'll probably draw any ghouls to the center as long as you remain quiet."

"Gee, thanks."

I quickly galloped out of the lobby, checking my corners as I exited, for fear that the towering monstrosity was hiding amongst the shadows. As I entered the market once more, music began to play in the direction I came from. The two shudder doors opened with a loud rattling as the gears turned, I watched from the center of the market between the two shudders.

One of the gates was caught on something, as it stopped with only enough room to crawl under. Needless to say, I went through the one that didn't put me in a compromising position. "Is this where I'm supposed to be, Twilight?" I called out as I entered the second quarter.

She didn't respond. I shrugged it off and continued.

The look and feel of this quarter seemed to be another market, except for clothes and apparel. The stores and stalls looked different compared to the market. Rust had washed over the metal walls and stained the tile flooring. The lights for signs that named the stores had all been shut off, some bulbs destroyed and glass remained on the ground.

I'd be more interested in the reasoning behind the decay if I weren't constantly looking over my shoulder. The silence from Twilight and the vision of that _thing_ made caution my top priority.

"Sorry!" The speakers blared. "I accidently routed power off the microphone. Why didn't you go to quarter five? It was right next to the market."

"There you are. You didn't tell me where to go, and the shudder only came up enough for me to crawl under so I went this way. Maybe you should have explained more clearly."

"All the other shudders are up, so just quickly make your way around in a circle till you get to the fifth quarter."

"Alright. Mind telling me about the quarters as I enter them? I know I'm supposed to remain quiet and all, but, well… I'm not going to say I'm terrified right now, but I am surprised I haven't lost control of my bowels."

Laughter erupted from the loudspeakers, the tone of talking into a fan returned. "Don't worry, your suit will take care of any 'accidents' you might have. They're designed for that, same with maintaining your hydration and nutrition. I hope you've noticed _that_ at least."

"I don't appreciate being laughed at." I muttered.

She explained what each of the quarters were and how ponies interacted with them during their daily lives. All I could notice was that blood had been sprayed like a fountain in some of the areas. I had yet to see one of the living abominations, but I was just glad I couldn't smell how bad it appeared to be. Trash was the last thing ponies seemed to care about once the station spiraled out of control. _Hard to blame them really_.

"And here is the fifth quarter, also known as 'Upper Security'."

Security was pretty interesting compared to the others, mostly because it was the cleanest and the bloodiest at the same time. Rotted piles of ooze and blood covered various parts of the floor. However, the windows looking in on detainee's seemed to be untouched by time.

"Head towards the elevators lobby and there'll be a door marked for stairs on your right. They'll lead you down into the security section of the lower level where you can then navigate to the living quarters. I can't see inside the stairway, so you're on your own until you get to the bottom level."

"Got it. I'm going to look around up here first."

"Okay. Stay safe." She replied.

There was nowhere else in HOOF that was going to have what I truly needed other than security. I scoured the area, sifting through each of the offices and cubicles. Eventually I came across the locker room for low level security guards. _Finally_. In one of the lockers I had found what I was searching for.

It was a baton made of rubber and plastic, no dents or scratches, probably given to a rookie. It was lit up by a glowing light that surrounded it. A choir was singing and trumpets were playing in the background as I grabbed it, or so I'd like to believe. _Maybe I do have a concussion_?

"Lift, hold." I commanded the nightstick to cling to the suit until I truly needed it.

Satisfied, I headed for the flight of stairs. "Twilight, I'm heading down now."

 _I really hate stairs_. There seemed to be no end in sight as I leaned my head over the railing, no wonder they had so many elevators. As I descended the infinite steps I noticed that brown ooze dripped and was splayed amongst the walls and overhangs. The blood that seemed to be a common trait of the oozing goo piles seemed to be missing, or perhaps they had been that way for a while and I wasn't paying attention.

It was an extremely long waltz down the steps, accompanied with silence and boredom. As I reached the access to the lower level, I pushed open the steel door and entered. The room was almost pitch black except for a few computer monitors that had been left on in a few cubicles. I turned on my flash light and looked around. The area was much larger and had corridors against the back wall leading to what I would assume would be a cell block.

"Twilight?" I whispered, flashing my light at the ceiling to see if there were any cameras.

"She could have told me where I was supposed to go before I got down here. I have no idea where 'living quarters' is in relation to this place." I was getting tired of being in the dark both figuratively and literally. The design of this quarter was drastically different compared to its upper level. No shudders leading to the center or other areas, just a locked, two door entryway.

I pulled the nightstick off my side and broke off the doorknobs with a few swings. Fear of the unknown was no longer clouding my judgement, I just wanted find Twilight, that was my goal. The area I entered was the lower lobby that connected it's elevators to the top. The elevators were in a big circle just like the lobby on the upper level. They were also surrounded by doors upon doors to homes for the ponies that lived here. Stairs leading up to each floor were accompanied on the sides of each section.

Staring up I could tell that a lot of ponies lived here, there were at least five or six levels of just what I could see using my flashlight. As I was looking around, my eye caught something moving on one of the catwalks.

It lifted itself up over the guardrail and jumped off, landing with a bone crushing splat against the concrete floor. Gore sprayed out, barely misting my suit with its blood. At first I was unsure what I witnessed, too shocked that a pony would commit suicide right in front of me. But it wasn't a regular pony, the lack of hair and the enormous tumors told me otherwise.

Fortunately for me, the fall seemed to work just as well for the abominations as it did for ponies who were unhappy with their lives. It did not attempt to get back up.

I noticed a bright yellow and red logo sat partially underneath the bloody mangled corpse. ' **HOOF** - **Hematology, Oncology, and Osteopathic Faculty** ' read across the center with a twisting ladder behind the words.

"Huh. Well, she said she'd be at the center of the living quarters. Guess I'll just, uh, look around."

Every level had a large amount of dorms, this place was definitely the size of a town. The fifth floor had a break away that lead off to a maintenance door. Before continuing up to check out the other levels, I made sure that Twilight wasn't somewhere here.

The small, dimly lit hallway with ugly periwinkle walls lead me to a janitorial closet and another door that read off as 'bITe me Department'. The 'b', 'e', and 'me' were all scribbled in with red ink. At least somepony had a sense of humor at one point of this facilities life cycle.

Upon entering the room I found myself across from a glass window. Another door sat beside it with the words 'Monitoring Station'. Inside this room was a dusty couch, coffee table, and a cracked TV with some sort of cables hooked up to it. Bottles, a few ashtrays and bags of stale food products lined the table and cushions. _Disgusting_.

I walked over and looked through glass to see if Twilight was inside. It was only lit up by monitors and whatever light shined through from my side of the room. A brain in a glass jar appeared to be sitting on one of the consoles with wires hooked into its base.

The sense of humor of this place now seemed a little bit grimmer than I first imagined. The door next to the window was locked, a keypad sat to its side. I was about to bash the doorknob off when I was interrupted.

"Oh! You're here already? How'd I not notice that?" The voice came from a speaker inside the locked room.

I lowered the baton and looked back through the window. "…H-Hello?"

"Hello there, Tin." The voice was definitely Twlight's, but I saw no presence of a pony inside.

"Where, uh… Where are you?"

"I'm on the console across from the window you dolt."

Staring intently at the monitors behind the brain, I could see nothing that resembled the purple pony I saw in the tram.

A robotic exasperated sigh came from inside the room. "I'm the brain you simpleton."

 _The fuck_?

"How are you a brain!? That's impossible!"

"Oh, out of all the things you've seen today you're going to consider this as impossible? Really? _Really_?"

She made a good point, but that didn't mean I had to accept it as fact or even like it.

"I've traveled all this way to talk to a fuckin' brain? How am I supposed to help you? Crack open your glass shell and free you from your mortal coil!?"

"Well, I'm glad I waited to give you the passcode till after I let you see what I was. Not that the glass is destructible, but I'd rather not have to deal with a crazy pony breaking my line of control to the station."

"How the fuck did you expect me to react? Fuck, Twilight! Fuck you!"

"Just sit down and relax, Tin. Give yourself a moment to clear your head and then we can speak."

I shoved off the disgusting packages of moldy food and sat down on the couch. "I've been listening to a brain this entire time. There's something ironic about that, but I have no fuckin' idea what it could be." Slamming my hind legs up onto the coffee table, I laid back and let her talk.

"There you go, Tin. Maybe now I can explain to you why I'm like this."

"Why do you keep calling me Tin?"

"Oh, well, I can explain that first then! That's more of an enjoyable anecdote anyways. Ever seen 'The Superb Sorceress of Oys'?"

"No." I muttered incoherently.

"…Well, uh, it's a great movie about this mare who gets transported to Oys and meets up with some friends to help get her home. You've got the Tinpony who needs a heart, the Scarecrow who needs a brain, and the Cowardly Griffon who needs valor. You're the Tinpony, Tin for short, because you need to find it in your heart to help me."

"What?"

"It's figurative. Technically, I'm the Scarecrow except I am the brain and I'm not looking for one. All we need is a griffon who is looking for a literal courage and we're good to go."

"The fuck is a griffon?" I asked.

"Riiiight. Maybe I should have thought it through more thoroughly, but Tin seems to match up for you since you're trapped in that suit. Although it's not actually made of tin, if it was it sure wouldn't protect against the plague that's here."

I quickly stood up and marched to the window. "There! RIGHT THERE! That's what I want to know. Not some crap about a movie! The hell happened to this station? How are we going to save pony-kind? And how the _FUCK_ did you become a brain!?"

"Well, I've had time to prepare answers for you in more simplistic terms, so hopefully you'll be able to understand it all."

Y'know, it really hurts to have a living brain call you dumb. But I was willing to take the insults just to finally get some answers for what I've been dealing with since I woke up.

"The plague is a muscular and blood disorder that affects brain cognitive…" This was supposed to be simplistic? "…where it forces tumors to build from the muscles, distorting their figure and destroying their bodies. It's all affected by the brain, without the brain the bodies turn to mush fairly quickly."

"That explains the piles of goo. What about me though?"

"You're probably already infected. The suit keeps you normal as it provides radiation constantly to fight off the disease. Without the suit you'd be transformed into one of those things within, mmm, about twenty minutes give or take."

"Fuck. Me."

"How about the next question? I'm the director of Eclipse, but I mostly worked at PONI where we worked on communication with the central nervous system, contraception, and psychological issues. We built a machine that allowed us to extract brains from bodies and with the help of MANE, we could connect our brains to a simulated reality."

The amount of information I had to process was not overwhelming, at least not compared to ' _Holy shit, Twilight is a brain in a jar_ '. Technology was far superior to what I had believed just from witnessing the electronics at MANE and HOOF.

"Right now there should be several brains from the highest security levels of Eclipse already connected to the simulator at PONI."

"Alright, let me guess, you need me to get you there."

"That's correct. Once I'm connected to it, I'll be able to control all of PONI. With my help, we will be able to fully reconstruct a living pony from DNA. One that is immune to both the plague of Eclipse, and radiation itself. It'll be able to live on the world above."

"Woah, woah, woah. You can create a pony? Just like that? Now THAT is impossible."

"Well, technically they're blank clones of the DNA from staff. We had already figured out how to become immune to radiation just as the plague hit. It was thanks to the collaborative efforts of HOOF and TREES that the first plant DNA with immunity to radioactive materials was discovered, then put to use on pony subjects."

"Won't PONI be just as destroyed as this place? How are you going to make a pony that will be able to withstand the onslaught of abominations plaguing the station?"

"…Everypony at PONI that wasn't picked to be part of the simulation project committed suicide. PONI is so far away that we shut traffic off to the area, so there should be no mind-rotted ponies in that facility. It'll be difficult for just you and me to get there on hoof."

"Brutal. So why are you here and not there?"

"HOOF caused the plague, the fucking idiots. I was the first to have my brain removed and added to the simulation. When the disease started to skyrocket, my assistant pulled me back out of the simulation to bring me as proof to the other administrators, just so they would be willing to part with their bodies for the greater good. She placed me in here, allowing me to control HOOF and MANE while she gathered them up."

"What happened to her?" I asked.

"… She left me here. HOOF became too clogged with the rotting corpses that she wouldn't have made it back alive. I'm sure she probably connected herself to the simulation. Can't blame her."

"Sorry…"

"Well, hopefully you're sorry enough to help me out. Grant me some pity and get me to PONI! Heck, you can even join us if you don't mind having your brain removed."

"You'll have to give me some time to think on that, but while I do, I suppose I can get you to PONI."

"Oh, thank you Tin! You have no idea how long I've been stuck here. The passcode to the door is nine two seven three."

I walked over to the door and entered the code. A green light flashed on the keypad and I pulled on the handle. "I'm not sure I like the name Tin, but I guess it'll grow on me." I said as entering.

"Well, you're the one that wanted a name and I felt it appropriate. You've still got the energy tablet right?"

Grabbing the little chrome box off the back of my neck, I lifted it up to the glass container. "What is this for anyways?"

"Take a screwdriver and unscrew the two screws on the underside of my container. You can fit that in there and I won't need to be connected to the console anymore."

"Wait, without power from this or the cables, will you die?"

"No, but I won't be able to see or speak to you."

"Yeah I've been meaning to ask…" I said as I grabbed a few different sized screwdrivers from around the room.

"About how I can do all these things? Easy. Electrons. The camera converts the video down into electrons that my brain can process through electrical stimulation. It's the same thing except opposite for the microphone, it converts my brain waves into electron vibrations that resonate into legible speech. Well, actually it's more complicated than that."

"Fascinating…" A sarcastic response, half due to not understanding and the other due to concentrating on unscrewing the panel at her base. "I guess that's why you sound robotic when you laugh?"

"Yeah. It doesn't communicate vocal expressions that are forced like that, so it sounds a little off."

I pulled the screws out and lifted the part off, then I shoved in the tablet and screwed it back together. "There you go." I began to reach for the plugs connecting her to the console. "Ready?"

"Well, technically I know this will work so I'm not afraid of you pulli-"

With one quick yank I pulled the cords out.

"FUCK! I wasn't ready!" She screamed at me.

"Well, your vulgar nonexistent mouth proved it works at least." I quipped with a smile she couldn't see.

"Very funny. Now use your suit to place me on your back. We're going to have to stop and get a serum for you before we leave HOOF."

Using the telekinesis of the suit I lifted her up and placed her on my back. "Serum?" I asked.

"Yes. The serum is for when your brain gets removed. It's to… to…" She paused. I turned back to face the window and door. The large fleshy monstrosity from the market stood facing the window. It was as if it stared directly at me, but with no eyes. "Tin, what THE FUCK IS THAT!?"

"Y-Y-You ca-can see it t-too!? T-That's the thing on… on the tram! It was t-there when the shudder closed too!"

The meaty substance placed one of the appendages on the glass. A hole near the top of the flesh started to open, almost like a mouth unhinging to eat. "Tin! TIN! What's happening!? I can't see past your head!" Twilight yelled, I could hear her talking but her words had no meaning. As its mouth finished opening, a pink and round fleshy meat pushed its way out of the hole. Two eyes opened up on this disgusting ball of tissue.

"TIN!" Twilight called out, but I could barely hear her over the word ' _flesh_ ' repeating in my head.

The glass window shattered, in that moment I covered my face with my foreleg. When I looked back, the creature was gone. I turned my body so that Twilight could see as well.

"You've got a LOT more explaining to do, Twilight."

"Y-Yeah…"

We headed out of the room and back down to the living quarters. I surveyed the area with my flashlight before continuing. Once I reached the bottom, I asked Twilight where to head next.

"Pharmaceuticals. Opposite of Security."

"Got it." Twilight was becoming just as useful as the baton; or maybe it was the other way around. I smashed the doorknobs off the pharmacy, peaking my head in to see what the darkness held. "Hey Twilight."

"Mm?"

"You said that there was a ton of these nightmares, but I've only run into one besides the big freak. What happened to them all?"

"I don't know. I had shut myself down until I saw movement from MANE, which turned out to be you."

I wandered into the labs, following her directions to a T. Important devices for studying and observing of diseases and illness scattered throughout the area.

"Also, since I named you I think I'll also name that 'big freak'." She said.

One of the areas had a computer lit on and open to the researcher's mail folders. "Yeah? What are you going to name him?" I asked, not really paying attention as I scrolled through the doctors files.

"Yeah. Maybe something like, hey, what are you doing?"

"Hey, what are you doing? That's a weird name." I remarked.

"No, no! What are you doing on the computer?"

"I'm just looking through some ponies documents. Maybe I can learn what caused the outbreak in the first place."

"You can't do that! Those are private, and they are meant for staff eyes only! Just because you don't know what your profession was doesn't mean you have the right to snoop on others!"

I started to walk away from the computer, growing tired of her berating voice. "Fine, fine." Upon opening another door I came across a room filled with dried up potted plants. It seemed like this entire part of the labs were meant to just study effects of drugs, I just wish they would have stuck to experimenting on plants and not ponies.

There were several rooms that seemed to be worthless, though I would have to imagine this place was a researcher's paradise just from all the equipment they left lying around.

"Hey, Twilight. What are some of these things?"

"What? The electric burners? Or the books?"

The demoralization from her suggesting I didn't know what a book was made me halt in place. "I know what a book is…" I gently muttered.

"What was that?"

"Nothing. Nevermind."

Silence fell between us until I entered one specific office to where she spoke up. "Tin! This is it! This is the workroom! Try to find a syringe in one of the chambers that says AV217."

I began to rummage through some of the cabinets that held syringes on racks, dozens all in rows with tiny lettering on them that was hardly visible with a flash light reflecting off the plastic tubes.

"What if I can't find one that says that?" I asked, lifting down one of the cases of syringes.

"We'll have to make one. It's a long process of combining and compressing the ingredients together over several hours. I'll lead you through it but I'm sure we'll need to try a few times to get it right. It'll be very difficult as you'll need to search the entire compound of HOOF in order to find the materials needed to crea-"

"Found it." I interrupted.

"Oh, well then. Good job. Cake for you when we reach PONI."

I placed the rack back in the cabinet and stuck the serum to my suit. "This is all I'll need, right?"

"Yep. Of course, it'll be super painful since you'll have to directly inject it into the occipital."

"The what?" I asked as I headed back to the elevator lobby.

"The occipital protrusion? The… The poll?"

"Poll…?"

An exaggerated robotic sigh came from the brain on my back. I could feel the arrogance seeping through her glass cage into my suit.

"It's the spot that connects your skull and spine! Celestia be, you are definitely _not_ a scientist!"

"Celestia who?" I responded.

"Are… Are you serious!?" She yelled.

"I'm just fucking with you, Twilight." I said with a chuckle.

"Oh. Oh, thank goodness, I had assumed you already forgot."

The lobby still held the splattered corpse of that suicidal abomination. I walked past it, heading straight for security. The other areas looked tempting, but I learned my lesson from MANE. _Don't open random doors_.

"To be fair, I am the master at forgetting things. I don't even know my name!"

"We're already back at security? You walk fast. You'd be a great errand-pony, not much of a scientist, but I could use a new assistant."

I opened the door to the stairs before responding. "Hey, did you have friends? Like, besides your co-workers." Making sure the door locked behind me, I ascended the stairs as we chatted. We had plenty of time to speak since the climb was tedious.

"Yeah, well, I do have friends if they are still alive."

"Where are they?" I asked.

"I haven't spoken to them since the reactors terminated. That was what? Fifty years ago? If the explosions didn't affect them then I'm sure they're doing fine. Once we grew into our golden age we set up the Alicorn Project, each of us got our own facility and I'm certain they were at theirs when the world ended."

"Alicorn Project?"

"You do know what an alicorn is, correct?" She asked in a tone that I would deem condescending, but simply chose to ignore it.

"Yes. That I do know. A mix of all pony races into one being."

"Well, basically I helped all my friends become alicorns so that they could run the stations themselves. Alicorns live for a very, _very_ long time, as long as we don't become mortally wounded. We'll eventually die due to old age, but it's been a long time since I was born and I barely felt any older when I still had a body."

"Woah. So you've been around a long time. Ever thought of trying to reconnect with them?"

"Of course. First few years I thought about braving the radiation in a diving suit and gathering them up. Maybe use the Elements of Harmony to clear the land."

"The whoseawhat?" I asked as I almost tripped up the stairs.

She laughed herself into a giggle. "I can't believe I've met a pony who doesn't know the historic tales. I guess it really does take the end of the world for that to happen. It's not important anymore though."

"Why is that?"

"Well, even if you were to hear it, it would mean zilch to you. Now, Mal, that'll be an interesting tale once it murders us."

"The fuck is a Mal?"

"Oh! Right! The name! That's what I decided to call the hellish brute that followed you. Short for Malignant since he's filled with tumors."

"How was anypony ever friends with you?" I asked, finally reaching the last stretch of stairs to the top level.

"Do you want to know what my title was before the Alicorn Project?" She paused. "Princess of Friendship."

I burst with laughter, stomping my hooves against the door to the security quarter. "YOU? I have no friends in this world and yet you, uptight brain in a glass prison, somehow earned the title Princess of Friendship? Fuck, this world is brutal." My laughter subsided.

"I'll be your friend, Tin."

"Oh, goody, pity friendship. My dreams have come true."

The market remained the same as I headed out to the trams. "Ready for TREES, friend?" She asked.

"Why can't we go directly from here to PONI?"

"PONI is connected to TREES by a single tube, as PONI itself is an underwater facility deep below sea level."

"Woah, wait, what? Like, we are that far underground?"

"Yeah. This tram station was built right before the Changelings destroyed our reactors. MANE wasn't even built at the time. Ponies weren't allowed to just come and go from any of the stations, they had to request time at the surface. While I still had communication with the other stations, I told them to shut down departure stations to the surface because, well, that's just what we did."

I walked across the catwalk to the other side of the tram station and hopped aboard the train to TREES.

"Woah, hey, Tin. Six o'clock." Twilight said, thinking I would understand.

"I have no idea what time it is. Why does it matter?" I responded, heading directly for the tram operators cabin.

"No, fuckhead, six o'clock means behind you. Twelve o'clock would be in front of you." She explained. I turned around to look at what she was talking about. "I'd like to forgive you for all your idiocies, but even for an amnesiac this is pretty bad."

"What am I looking fo-" A silvery shine was at the very back of the tram. "Oh."

It appeared to be another pony who died wearing a diving suit. I unhinged the back of their helmet and pulled out the wiring, plugging it into the slot on my foreleg.

"Show status."

The information popped up on my screen. It took me a second to realize that the status was my own.

"Not mine! Who is this?"

 _Would you like to connect_?

"Yes."

Words scrawled across the screen in a blistering fast speed before finally stopping on the words ' _Empty suit, please dock while not in use_.'

"Piece of shit!" I yelled, yanking the cords out of my suit.

"It is hilarious listening to you deal with technology." The demeaning remark of a brain in a jar rang a little too true for my liking.

"Fuck it." I said as I reached down and undid the latches connecting the helmet to the suit. "Now who are you…"

Lifting up the helmet revealed the suit to be empty.

"Oh."

I could hear the robotic tones of snickering coming from my spine. "Tin, you are the best thing to ever happen to this station."

"Thanks." I replied as I looked down into the empty suit, making sure it wasn't a brownish liquid sloshing around at the bottom. It truly was empty, somepony left a perfectly good suit lying around. "Hey wait, did you mean that as sarcasm?"

"No, no. Of course not, Tin." To be honest, I couldn't tell if she was being serious or not.

Groaning in anguish, I retreated back to the front of the tram. Twilight definitely had a higher sarcasm level than I did, of course she doesn't have to deal with the walking and terrifying blind monsters that roam the station, so I have a good excuse for my abundant amount of sass.

"How does this tram work if you aren't able to control it?"

"Plug the wiring from your helmet into the slot on the console. You literally did not ever need me to move it for you."

 _Damn her_.

"Alright, let's give it a go then." I pulled the panel open on my helmet and connected the wires to the console. "So do I just say start or connect or presto?"

"Uh, Tin."

Text started to scroll through my HUD. ' _Downloading the certifications_ ' sat at the bottom with a little bar of green that was slowly filling up.

"Tin!" Twilight called out again.

"Yeah, what is it?"

"Thing! It! Six o'clock!"

"Hmm?" Turning my head and carefully minding the wires, I saw the beast crawling into the cart. I pulled the wires out and walked over to it.

It was small, smaller than some of the others I'd seen back in MANE. The glossy white eyes tried to listen for me as I stepped over to it. Intestines were dangling from it, the entire hind quarters was completely removed. All it could do was drag itself with its forelegs.

"Fuckin' brutal."

"What are you going to do?" Twilight asked.

"It's just a foal, I think. What can I do other than try and push it out the cart?" I placed my foreleg on its head, it tried to bite down but its mouth could barely hold onto the metal it had got ahold of.

"Tin, just kill it. Put it out of its misery."

"What? It's still a pony! The disease infected them, it isn't their fault. I can't just murder it."

"No. It's not. Its entire brain has been taken over with tumors. Even if the disease was cured, and tumors would subside, it would leave holes in the brain that would kill the host."

The little filly or colt continued to bite and nip at my armor, unsuccessful with each try.

"I don't want to have to kill a kid though. It doesn't feel right. I don't want to kill anypony."

"Tin, just kick it outside the door and seal off the tram. I see no reason why we should be debating morality when we can just leave." She had a good point.

I lifted it up by the intestines and tossed it out the door, more of its organs splattered out of it onto the ground. _I think I'm going to be sick_. With a pull of a lever the doors were closed, preventing it from getting back in.

"Aren't you proud of yourself? You didn't kill it and it'll be that way forever until it rots completely. Good job!" I could tell by the tone that she was being very condescending, as if I didn't feel bad enough.

I plugged back in the wires from my helmet, not bothering to entertain her with a response. The tram was easy to start by following the instructions that were loaded into my HUD.

"Alright, we're off to TREES." My words were overshadowed by the loud screeching of the brakes unbuckling and the railing being scrapped against as we started to move.

Staring out into the tunnel left me emotional as we picked up speed. I had a goal and a place to go, that was more than I had even before heading to HOOF. Placing Twilight on the console, I sat down in the chair in front of her.

"You okay?"

I let out a brief sigh of relief. "Y-Yeah. Maybe it's just the thought of joining you in your weird brain experiment, or maybe it's just because of the reality of children being part of this mess, but I'm feeling really emotional right about now."

"I'm sorry Tin. I'd like to help with your memory, give you some sort of purpose, but the only thing I can give is a non-corporeal ear to listen. Unless you count being my chauffer as purpose."

A small giggle came from my mouth. "Hey, Twilight?"

"Yeah?"

"Could you keep an eye out for me? I figure I better get some rest, don't want to faint again." I asked as I placed my forelegs on an empty part of the conductor's console.

"Watching is what I do best! You can count on me!"

Resting my head against my arms, I thanked her before shutting my eyes. I felt myself drifting off to sleep when I heard a noise, _a thud_. Thinking nothing of it I kept myself from opening my eyes, at least until I heard another. _Thud_. _Thud_.

 _Thudthudthud_ -"Tin, you may want to see this!"- _thudthudthud_.

Quickly, I opened my eyes and looked up at Twilight. "W-What?" Lifting myself up, I looked out the window of the tram.

"What the fuck."

Dozens, maybe hundreds, of the diseased ponies were wandering the tunnel and being hit by the oncoming train. Blood splattered across the windshield with bodies flying up or being crushed to the sides.

"I guess we know where they all went from HOOF and maybe MANE." Twilight said.

"A-Are they going to make us crash? Like, could they stop the wheels from moving? I'd REALLY like to not be stranded here, Twilight."

"At this speed? Anything that gets into the track indentations will be grazed up by the wheels like fruit in a blender."

A relieved sigh left my lips as I slunk back into my chair. "That's good to hear."

"Sorry to have woken you, but I figured it was necessary."

I shook my head. "No, you're a great watch dog, or maybe, watch brain?"

"Okay, I can handle sarcasm but if you start to get corny we can just go our separate ways now." She replied. We let out a few good laughs and exchanged witty banter, until it was disturbed by a siren and red sporadically flashing light.

"What's going on?" I asked.

Looking up at the monitor displayed a map of the tunnels that had been brought up. ' _Obstruction on track_ ' were written in big, bold, black letters below it.

"Tin? What's it say?"

"There's something on the tracks up ahead. I assume it's just a cluster of those assholes."

She remained silent for longer than I had anticipated, which worried me a great deal. "R-Right, Twilight?"

"Stop the tram." A firm voice came from the jar, she was beyond clowning around.

"What? Why?"

"Place me on your back, and stop the tram."

I did as I was told, placing her onto the center of my covered spine. As I went to plug in the wiring from my helmet to forcibly stop the tram, I noticed the lights that weren't covered in blood were shining on an enclosed rock-filled path that quickly approached.

"I-I-I don't have enough time, the tram won't be able brake hard enough!"

"Head for the caboose!" She yelled.

Rushing out of the conductor's cabin, I swiftly ran to the back of the tram, making it to the third cart as the noise of carnage struck my ears. The front of the tram slammed against the stones, jarring the entire train. The shockwave hilted the passenger carts off the tracks, causing me to lose balance. My head slammed against some metal railing, knocking me unconscious immediately.

The last thing I could feel was the cart jerking to a stop with the other compartments slamming into it from behind.

I'm not sure how long I was out, though I did not dream this time so I'd imagine it was a short nap. I was not crushed underneath rubble, though looking to the cart I had almost reached, I was certainly glad to be knocked out when I had been.

"F-Flashlight." I muttered.

The entire sections leading to the caboose had been covered in rocks and stones of various sizes. Rebar cut through the metal of the tram like a dog chewing a stick of butter. The lights of the tram were none existent, most likely due to the loss of power to the cabin.

"Twi? Y-You here?" I called out, hoping to get a response as I wobbled my way down towards the front of the tram.

"Tin? You're alive!?" The faint voice called out from in front of me. Slowly making my way down to the front, I found her tucked snuggly between the wall to the first passenger cart and some bits of scrap metal flung through the conduct's cabin.

Lifting her up, I examined her glass casing with my light. "And you are… intact?" I placed her onto my back.

"I told you. This glass is unbreakable. I'm more surprised that my cameras and voice system survived."

"Yes, what a shame your voice managed to make it through."

"Sarcasm. Guess that means no bones are broken, maybe not even a concussion?"

I wandered down to the front of the tram, the entire conductor's cabin had been compressed to the inside leaving a gaping hole where the console use to be. The chair I had once sat upon now lay crushed, upside down against the metallic ceiling.

"Yeah, I'm not sure how I survived this unscathed. The amount I've been hit in the head is astronomical."

As I exited through the hole, I turned back to get a good look at the destruction. "Well, I hope you didn't leave anything in HOOF." I said.

"Oh, shit! I left my house keys! We'll have to figure a way back somehow!" Twilight replied. "Oh wait, here they are in my pocket!"

A key jingling sound played out from the jar.

"You can make noises?" I asked as I wandered the tunnel, no sign of light or civilization in the distance.

"I can do a lot, I'm technically a computer. The brain is the most powerful computer in the world."

"I'm envious."

"Do you want a duck sound? Maybe the little jingle from PONI that would be played every morning over the intercoms? That'll be stuck in my head for the rest of my life."

I burst out laughing. For some reason, a brain complaining about anything other than being a brain in a jar was pretty delightful. "Thanks Twilight. That cheers me up."

"My pleasure. I've also got an assortment of moaning if you're interested in that sort of thing."

"No thanks."

"Well, my old assistant always joked about the diving suits not having a-"

I immediately interrupted her. "Oh my gosh, how about we just stop talking? Silence will do nicely until we get to TREES."

"Fine, fine."

"Hey wait, maybe we won't have that long to keep quiet." I replied before turning off my flashlight. Looking in the distance, I could see a dim light at the end of the tunnel. "I'm glad we crashed so close to the station, though I could do without crashing at all next time."

"Well? What are you waiting for? We're so close now! Did you forget how to move your legs!?" Retorted Twilight. It was a lighthearted jab, but I could feel her anxiousness seeping through. She was even more excited than I was.

 _PONI here we come_.


	3. Chapter 3 - A for Alicorn

"Welcome to TREES, Tin."

I had expected to enter a tram station like those of HOOF and MANE, just a little area that contained an entrance into the main complex. To my surprise, it was something completely different. The station area itself was small, but the ceiling was higher than anything I'd seen. TREES had one big dome ceiling that spread out across the entire zone. Light shined down from above, I almost believed we were out on the surface with the sun shimmering down upon us.

"This… This is really different." I said as I hopped up out of the railway. I looked back to the tunnel and followed the curve of the domed ceiling overhead until my vision was blocked by buildings.

Walls surrounded the tram's platform with a security booth near the exit. Blood had made visibility inside the booth impossible. A building was across the station as you passed the booth, metal doors were shut tight and lights remained off. A sign signified it was a loading dock meant for importing and exporting, though I'm not sure what that would mean for a science facility.

"Twilight, are we still underground?"

"Yes. The sun is just a projected video for night and day cycles."

"How strange. Am I supposed to be following these walls?" I asked, the path being fairly linear in the directions I could go, unless I wanted to scale the three yard high walls that surrounded me.

"Just keep going. I believe you'll be pleasantly surprised." Twilight responded.

I shrugged it off and continued, believing I would exit eventually. The tram station was on my left, but behind the wall on my right were a decent amount of fairly large buildings. The buildings were definitely four or five times the size of the walls around me, but they were nowhere close enough to reach the ceiling. _How high did it go_?

"This place is pretty large. Should we worry about being quiet? Will there be more of the diseased?"

"Probably." She replied.

With another turn I found myself free of the walled paths, and into something completely new to my senses. The cemented floor lead out into a seated area where passengers waited for the tram, but beyond that was a field of grass. Trees stood tall in the distance, spread out amongst the pasture with swing sets, jungle gyms, walkways, and ponds.

The grass had grown fairly tall and weeded from the inactive mowing, but it was beautiful nonetheless. It reminded me of my dream, though this time was far more pleasant. No falling, no melting, just peace and tranquility.

"Twilight. It's… It's grass."

"Very good, Tin. And what color is the grass?"

I wish I could take off the helmet specifically to roll my eyes at her. "You're just going to sass me the entire time until we get to PONI, aren't you?"

"I've been cooped up in that security room for quite some time without any contact to another living being. So, yes. Yes I am. By the way, the color is green."

"I know what the damn color is!" I yelled, stomping forward towards the field.

"There's a sidewalk to the right of you that leads towards the business district, we need to access the command station of TREES. Wait, where exactly are you going?" She asked.

I pressed on into the thicket, grass barely brushing against my stomach plate. "I am going to enjoy the time I have right now. When is the next time I'm going to see something like this? If you're to be believed, everything on the surface is dead, and virtual reality inside a computer really wouldn't be the same."

"Well, in the simulated reality you won't be able to tell the difference. It'll feel just as real as it does now."

"Yeah, but it won't be real. I can't physically feel it, I'll still _know_ it's not the same thing."

An exaggerated robotic sigh echoed disappointedly from its place on my back. I continued towards one of the ponds, ignoring the brain that was raining on my parade.

"You do realize you can't feel it right now, right? You're trapped in a suit. What's the point of wasting time here when we can just get to PONI?" She asked.

"The dream I had. I felt myself flying over grassy fields like this one. I don't know if I can fly, or if I just really want to, but something makes me feel at peace when I think about it. It is the same feeling that I have right now."

Twilight didn't respond. Maybe she figured patience was a virtue, or perhaps she didn't want to chance losing her only ride to PONI. Not that I would actually dump her off, I would get pretty lonely and her sarcasm wasn't unbearable. But she didn't need to know that.

As I walked the cemented paths of this little slice of paradise I began to wonder what the above ground was really like. I don't understand much of the science mumbo jumbo Twilight ranted on about, but it couldn't be that bad, could it?

"Hey Twilight. Do you think it's safe to go to the surface?"

"Yes, of course. Though the water would be unsafe to drink without boiling or purifying it in some way, and I'm sure the areas around the reactors would still be irradiated, but I'd imagine it is still livable. Maybe even safe enough to farm crops depending on the area of production."

I stopped at a pond to look out into the water, my reflection barely visible in the stagnant water. Algae formed around the edges, causing a mirage of where the pond and dirt connected.

"Are you contemplating on going to the surface instead?" She asked. A reasonable question.

"Maybe. I'd like to be able to cure myself and take off the suit, but being a brain connected to a machine seems safer. Though that sounds incredibly silly now that I've said it out loud. Removing my brain is safe, imagine that."

"The cure is already made, but not physical. We've got the design on how it affects the pony body, and when we create new life they won't be effected by the disease. I'm not sure we can create a serum for you and get it to you safely without compromising the creational rooms."

The thought of them playing around with creating life was another reason I was unsure of joining their little utopia. I'd be unable to escape after I placed my brain inside their system, trapped forever not unlike I am in this diving suit.

"Do you miss your body, Twilight?"

"To an extent, yes, but I also know that I might have already been dead had I not removed my brain. I also doubt that we would have been able to convince the other members of the science committee to leave their body behind if I had not done it first."

"I guess that makes sense."

"Tin, I don't mean to rush your relaxing saunter through the park, but it seems the day and night system was not set to just day."

As I looked up I noticed that the ceiling had changed to a slight orange hue, reminiscent of a sunset.

"Wait, I thought we were underground? Do you guys have a video feed of the sun above or something?" I asked.

"No, no. They are fluorescent panels that simulate the sun, which is why the plants and parks are able to survive. It mimics life above ground with an active rotation of the sun and moon. It was supposed to be shut off and kept on daylight at all times, but it's clear that somepony screwed that up."

"Damn. I don't want to be trapped out in the open after dark." I said as I started to jog back towards the tram station, following the sidewalk as best I could.

"It seems daily life operation is still in full swing, which is slightly good. Except for the whole darkness part. That should mean we can get on the tram to PONI if it's here."

After reaching the HOOF tram station I followed the path Twilight first suggested. The park area was enclosed by a wall that followed the walkway I was on. There was another wall in the direction I was heading, with an opening in between the two. I didn't really understand the point of segregating the park from the rest of the city, so I asked.

"Excellent question, Tin! TREES was the first facility built for me after we established the Alicorn Project. Things have changed a lot since then, and the park hadn't always been here. After the destruction of the over world, we simply made room and built things as needed. Ponies love their grassy knolls and bright skies, so we made accommodations. Subjugating the park was necessary, as it gave ponies somewhere to go and take their minds off things."

"I guess you didn't come here often, then?"

"Actually, quite the opposite. I rather enjoyed spending my time reading on one of the benches. It reminded me of when I lived in Ponyville. I always seized the opportunity to walk the paths whenever I was here for performance meetings. PONI doesn't have a park, unfortunately."

Twilight hadn't really struck me as the compassionate type until just now. Sure, she wanted to fix ponykind and help save the world. But she always seemed so calculated and methodical, a real introvert of the sort. Though now that I think about it, she's a brain not a heart.

I reached the end of the walkway leading out from the park, the two walls opened into a street with buildings lining the sides. To the left, behind the wall, was another tram station.

"Is this the way to the surface or is it to PONI?" I asked.

"This tram will take us to PONI. Unfortunately, it doesn't look like the carts were sent back, probably due to security protocols. That or somepony didn't want to send it back."

"Can we just walk it?"

She let out a short robotic sigh. "No, but I wish we could. Security gates are installed to prevent flooding in case the glass somehow cracks. They can only be opened from PONI, or from the tram itself. We'll have to call the tram back to TREES."

"Alright, so where am I going?"

"Headquarters, it's that big building in the distance, opposite of the PONI tram. It'll have my old office where I can call the tram."

I began to walk away from this second station, staring at the buildings as I passed. Their HQ was definitely the largest building in the area, or maybe it just felt that way as the fake sunset casted shadows against the domed ceiling. Either way, MANE and HOOF were nothing compared to the size of this place.

"This place is gigantic, I'm honestly really impressed by all the hard work that was put into this place."

"Actually, PONI is the largest facility out of all the Eclipse stations. So if you're shitting bricks now, just you wait."

Gooey piles were lining the street, though neither Twilight nor I mentioned them. Seeing blood was far more pleasant than the walking abominations I have come across. It did make me wonder, if this place was so large then there has to be some still around, _right_?

A fountain sat in the middle of the crossroads, a large statue of a pony sat atop with water spewing out from its horn. They had a set of wings, but one seemed to have crumbled and fell into the water below.

"Well, it'd be beautiful if it was still intact."

"Hmm? Oh, that is a statue of Princess Celestia. I wonder how it got cracked."

"You actually had a fountain made to look like her? Damn, she must have been some goddess." I replied as I circled the fountain, a large shiny suit catching my eye.

"Yeah, she raised the sun, or at least used to. She was pretty important."

"If she isn't alive, how is the sun still moving? Is it even moving?" I asked while examining the diving suit that sat submerged in the fountains water.

"No offense Tin, but that's a _stupid fucking question_. Princess Celestia and Princess Luna were so powerful they were able to control cosmic objects. But they didn't _create_ the stars. Alicorn's are mortal gods, not supreme supernatural beings. They're going to continue to move regardless."

"Geez, sorry. Don't get your cerebellum twisted. If an alicorn is so powerful, does that mean you could move stars?" I retorted as I fished the body out of the water, dropping it onto the road.

A loud robotic groan came from my back, signifying I was about to be lectured, regardless if I wanted to hear it or not. "I was not born an alicorn, idiot. They were, and therefore they were able to do awe inspiring things from such a young age. That's why they lived for millenniums and alicorns like me only live centuries. Well, centuries past the expected life span."

"And what color was the grass?" I'm sure even as a brain she could feel the grin on my smug face.

"You're a real asshole, Tin. I hope you know that."

"I know." I replied as I removed the cords from the diving suit's helmet, plugging them into my foreleg.

The words popped up into my HUD. ' _Would you like to connect_?'

"Yes."

Sentences and texts clouded my line of sight like usual until it finished, giving me the information I desired.

Occupant – **#594** Carmine Fizzle

Organic Cultivation Manager: Level 4

 **Eclipse Station: TREES**

Status: **SEEK MEDICAL ATTENTION**

415 Days remaining power.

 _Would you like to view last available holotape_?

"Oh, cool. A holotape. Sure, I'd like to listen."

"Having fun, Tin?"

"More so than being berated and lectured, yes." I gave a simple jest as the tape loaded.

 **~.~.~.~.~.~.~**

 _ **Begin holotape**_ _…_

 _Dear Administrator Creeper, otherwise known as Coal Simmers._

 _I quit. I'm heading for PONI and I'm keeping a suit._

 _Everyone is sick or knocking themselves off before they turn into one of those mindless shambles, and you're more concerned with mounting me. I knew I should have reported you to PR when I caught you slipping shit into my tea._

 _If I ever see you again, I'll castrate you._

… _ **End holotape**_

 **~.~.~.~.~.~.~**

"Fuuuuck." I said in a shallow breath as the tape finished.

"What's wrong?"

"This mare had to deal with some creep I guess. It's pretty brutal stuff. Somepony named Coal Simmers seemed to really be into her. Wonder how she died."

"Fuck Coal. Only reason he became an admin was because we were short staffed and he knew the science behind terraforming." Twilight responded, guess he had a reputation. Hope I didn't have a run in with him too before I lost my memory.

Before I removed the helmet, I laid her body against the wall of the fountain. I began lifting the latches to release the helmet. After I removed it, I noticed she was like the other pony that I had seen in MANE, she still had hair and was uncorrupted by the disease that plagued this place.

Blood had encrusted on her lips and mouth, it hung agape with more blood covering the teeth. Her light red hair was greasy, covering a portion of her eyes. I raised up the hair to get a good look at her eyes, but was immediately startled by the pupils staring back at me.

"Holy shit!" I yelled as I backed up, letting go of the hair and almost falling on my ass.

"What's wrong?"

"I-I think she's alive!"

Lifting the hair back up, I slowly moved my body to see if the eyes would follow the movement. Sure enough, they did.

"I can't believe it. She is. How? How are you alive?" I asked.

 _No response_.

"Twilight, is there a way I can help make her talk? I doubt she'd be sitting in a fountain if she could do it herself, or even move for that matter."

"Tin."

"Maybe I can get her to some sort of medical station and help getting her talking. I might be able to bring her with us to PONI."

"Tin!"

"I could always try to…"

"TIN!"

"What!?"

"She's a fucking _vegetable_."

I didn't have a response to that. I didn't even take time to think that she may not even be cognitive. Her eyes seemed to follow me without any clear emotion behind them. What does it really mean to be alive?

"Twilight… W-What should I do?"

"You cannot help her. Even if she isn't brain dead, there's nothing you could do to heal her bodies trauma. The best thing for her would be to end her suffering."

"You already asked me to kill a foal, now you're asking me to kill a pony that's still normal? Are you that much of a brain that your compassion is completely gone?"

"She is going to die if you try to help her. She is going to die when her suit runs out of power. Either way will be long and painful. You're denying her peace by not killing her right now. Where is YOUR compassion? Or did you forget that too?"

"I… I…" I wanted to argue. I wanted to scream at her, but I knew she was right. "Damn it!"

"Take your baton and bash her skull in or put the helmet back on her and let the suit eventually run out of power. Either way, make a decision quickly. Personally, I wouldn't want to become one of those _things_."

I moved myself closer to her face, our muzzles pressed against each other but only to be blocked by the metal of my suit. "I'm so, so sorry." I whispered to her. Tears began to run down her face, showing that she understood what we were saying.

"S-She can… She can understand, Twilight."

Twilight didn't respond. I was unsure of what I should do, so I did what I thought was right. I reeled back and bashed the lonely soul with my baton.

 _Once_.

 _Twice_.

 _ **Thrice**_.

Blood stained my cudgel and speckled my suit. Her head had become concave down the middle, split open like a centerfold with bone and gore spread to the sides. I watched as the blood drained down onto her suit, covering the ground beneath the metal corpse. The red mane had only turned to a darker shade than what it once was.

I threw the baton as hard as I could over a buildings roof. A beautiful tool, now tainted by the life of another. No words were spoken by Twilight as I placed the helmet back onto the battered head, sealing it back with the latches.

"T-Twi…" I tried to choke out her name, but my voice simply stuttered and cracked. "Twilight."

"What is it, Tin?"

"Will the suit allow her to decay? You know, like a normal pony?" Turning into a monster or ooze seemed far worse than a skeleton or ashes.

"No. The suit will keep the body fresh until it runs out of power."

"So, she'll be a miserable pile of goo just like the rest?" I'm sure Twilight could tell by the lilt in my voice that I was holding back a burst of tears. Maybe she does have some compassion, enough to know when to say the right thing.

"You already freed her mind and soul. Her body may become ooze, but she won't be eaten by maggots or burned in an oven. She's not like the rest, because she's no longer miserable. You saved her."

Her words helped ease the burden as I stood up, staring over the lifeless metal suit. A pony I did not know and yet mourn like a sibling. I'm not sure what made me more upset, honestly. The fact that I murdered somepony or the fact that I'm trying to rationalize it to where I'm not the bad guy. _Pathetic_.

We didn't speak to each other as I made my way to the main campus of TREES. I don't like silence, now more so than ever. Though if Twilight had said anything, comforting or not, I'm sure I would have been unable to hold back the tears.

It wasn't until we got to the locked gate of the headquarters that I was forced to speak. Not that I didn't try following the fancy stone walls to find a different way in. I was trying to avoid any form of communication as best I could, but to no avail. The tone of my voice was quieter than it had been.

"There's a chain on the gate and a padlock. I don't think I can scale the walls either."

"You could always…" She paused. I'm not sure what she was going to say. "Wait, never mind."

"Any suggestion would be helpful." I spoke up a little.

"You could find some boxes and build a platform up? Though, getting back over would be a big issue. Smashing the lock, maybe. None of the other buildings are close enough to the walls for a small leap. Not unless you didn't plan on walking anymore."

I stood there patiently as she rambled on inarticulately. Maybe I'm bitter, but the fact that she can switch from deadpan to compassionate and then back to her nerdy usual self, well, _it really pisses me off_.

"The sewage system!" Her exclamation snapped me back from my harsh brooding thoughts.

"Woah, hold on. You're not about to suggest…"

She interjected. "Yep! The headquarters was the first section built for TREES, and it has a very large set of pipes. Lucky for us, we became so large that a waste management plant was built much later and it just so happens to connect to the old, pony-sized pipes from HQ. I'm certain the pipes run along one of the streets."

The thought of wading around in sewage only made bile more prevalent in my throat. I was already on the verge of tears, and now I was going to be submerged in the sewers like the garbage I became.

"Yes… Lucky us." I said with the swallowing of my pride, and some stomach acid.

"The plant is on the other side of the surface access, but we won't need to head there hopefully. Just try and find a sewer grate, there has got to be one on the street or maybe in an alley. It's a circular, metal covering in the ground that you can climb down."

A small groan left my lips as I began the search, knowing full well that I was going to have to sift through toxic waters. The blood on my suit would soon be washed off and replaced with something far worse. _Nasty_.

The liquefied remains of dead ponies were around every corner, inside every alleyway. Seeping into the cracks and cement grooves of the worn down streets. The bronze coloring shadowed the grey pavement. It was pretty clear that the slime was dissolving over time, only leaving the discolored shade as any evidence of something being there.

Well, _somepony_ being there.

It was slowly becoming nightfall as the virtual sun continued to lower. Twilight talked on and on about things relating to TREES, but I wasn't listening. I'm not mad at her, I'm just mad at myself. I don't even know who I am, how is it fair that I get to judge another for what they are? Even if I become a brain like Twilight, will it matter since I don't even know who I was in the first place?

Will my memories even bring me peace? Once I leave my body, it'll become goo just like all the others. Gone like my past and everything else in this world. The only important thing left is Twilight's last ditch effort to bring back pony-life.

"…And so that's when we figured out we could build underwat- Hey, are you even listening?"

"Huh? Yeah, no, sorry. Just… a little stressed out."

"I'm sorry about being so blunt earlier, Tin. But hey, we'll be at PONI soon. That'll cheer you up, right?"

"Not really. I'll become a brain once we get there, how is that supposed to cheer me up?"

The darkness of the fake, timed sunset had been creeping in steadily. The little detour with the mare in the suit had cost us a lot of time to find a way in, and now trying to search for a sewer grate was becoming impossible.

"Flashlight." I said, brightening up my view.

"We may actually be forced to head to the sewage plant. I could have sworn grates were installed to help construction ponies get easier access to blockage."

"This is becoming a trend. Can't get into one place, so find a second path. I'm beginning to think your facilities were shitty holes in the ground."

"Hey! This was a sanctuary for some of the greatest minds in all of Equestria and I will not have you degrade all our hard work."

"Yeah? You gonna stop me, brain in a jug?"

She didn't respond. I felt kind of bad, but I wasn't wrong. _This place is shit_.

The moon had followed the virtual night sky, allowing for limited visibility in the distance around my flashlight. I walked back to the fountain, trying to ignore the metal suit lying against the outer ring. Water had to have a way of getting into the fountain, so a grate close by seemed logical. Just had to hope it was for sewage.

My instincts were right. A circular, pony-sized, moveable grate sat at one of the corners of the intersection. Using the suits telekinesis I lifted up the grating and moved it aside. As I climbed down the ladder I could hear the water quietly sloshing below.

Once I reached the bottom I noticed the piping was larger than I perceived. With the term ' _pony-sized_ ' I figured it would be barely large enough to stand, but I was able to move comfortably without Twilight or my helmet scrapping the ceiling of the iron tube.

I headed in the direction of the headquarters, water barely hoof level. I could tell this was definitely sewage from the disgusting walls, but it's probably been a long time since anybody was around to actually use the lavatory.

"See Tin, this isn't so bad." Her voice echoed against the pipe.

"I don't know. It could be worse, sure, but this isn't exactly fun either."

"There should be an exit hole inside the basement of the complex, from there we need to head to my old office."

The echoing was starting to give me a headache, or maybe it was the stress of the whole situation. I didn't reply to her, mostly because I still didn't want to talk.

"At least it's not stairs, right?" I'm not sure if her sense of humor is good or bad, but she got a chuckle out of me, I'll give her that.

"Yeah, I'm just hoping that once we get there, we don't find a spleen in a jar controlling the entire system."

"Don't be ridiculous, Tin. A spleen? Come on. Now a liver on the other hoof, that would make more sense."

"Got me there."

A few japes lifted my depressed spirit, I guess she does know how to have a good bit of sympathy. Though the pessimistic side of me believes she's only doing it to get me, and by extension her, to PONI. At least she was no longer condescending, that's a plus.

Large steel bars blocked my path with another ladder to the side that I was able to climb up. It's hard to believe, but climbing a ladder in this suit is actually really easy. You can slam your back hooves against the steps and it won't even hurt, making it a breeze to climb. Though it does leave a ringing in the ears.

All this time I've been itching to get out of the suit, never had I thought about how useful it has been. Though if I wanted to get sappy, I could say the same for Twilight. Without either of them, I probably wouldn't have made it out of MANE.

The basement was dark and musty, I could almost feel the sour air that filled the room. Barrels and unique machines lined the area, but thankfully no nightmarish hell demons. A thick layer of dust saturating the fixtures had removed any color from the room. I'm pretty sure this was normal though.

The room opened up into the main basement where I immediately headed for the stairs. Just a simple few steps with a twist of a door knob and we were on the first floor.

It was a very different feel compared to the other buildings I had been in over at MANE and HOOF. No space was squandered, every area was occupied with some form of furniture or boxes. I pushed open the front door to the headquarters and wandered out into the grassy courtyard. Any tool to break the lock off the gate would have been helpful, but to no avail.

Twilight let out a sigh, the mechanical tones were extremely exaggerated. It was clear that she was unhappy with me taking the time to place precautions in case I needed a quick escape, but one can never be too prepared. I probably shouldn't have thrown the baton, _my only weapon_.

"If you just get me to the administrative office, I can set it to day time and you can find something to break the gate in the daylight."

It was hard for me to argue, though I had hoped to find something that could defend me in times of crisis. After heading back inside, we ignored the rooms of the lower levels. The third floor held many rooms, but seemed to be one of the darkest levels of the whole building. The basement was more pleasant than this floor.

The light from the false moon couldn't penetrate the windows like it had of the other two floors. Steel panels covered the windows, almost like a security precaution that had failed to be lifted; or perhaps failed to finish.

This level was a bit more barren in its halls. The admin's office was at the front of the building in the dead center of the hall with a receptionist desk right outside the door. I expected it to be more reclusive since Twilight had said she use to be the administrator. She wasn't a socialite after all.

"Shits locked." I blurted aloud as I twisted the knob.

"Under the computer monitor, spare key." She replied.

I walked over to the receptionist desk only to see that bronze ooze had covered the chair like it was part of the upholstery. I've already swallowed plenty of my own vomit to not feel any abhorrence towards the slime. I simply pushed the chair out of my way carefully and went to grab the key.

Slamming the monitor back down, I shouted in frustration, "Just my fuckin' luck! The key isn't here!"

"What? Are you serious? Lovely. Well, just buck the door down. It's only wood."

"Buck? The fuck is buck?" I asked, too disgruntled to appreciate the rhyme.

A mechanical gasp that sounded relatively close to a tin can having its lid be pulled back came from the brain on my back. "You don't know what bucking is? You really DO have amnesia if you don't know that basic pony function." Another scoff at my limited knowledge.

"Some things are clouded while others aren't. It's not my fault."

"Yeah, sorry. Basically it's just kicking your back legs, just rear back and slam them against the door."

It seemed easy enough. I turned my ass to the door and kicked my legs back, barely tapping the wood.

"A little closer." She directed.

I inched closer to the door and then reared back, smacking my hind legs against the wood like a hard knock. "Damn it! Okay, maybe if I put a little bit more force in the push back."

With another rear and a kick, the door swung open. "I did it! Holy shit!" The moon shined into the room from the one window that remained unblocked by the metal barrier. A desk sat in the middle of the room, lit up by the light. The only other light came from the administrative panel and a monitor.

"Good job. Head over to the left wall, there should be a computer setup that I can plug into."

Filing cabinets lined the right wall, all opened and empty. Papers scattered amongst the floor and on the computer system. I pushed them out of the way and placed Twilight onto the panel. Knobs and buttons were scattered across the board.

"What am I looking for to plug you in?" I asked.

"Auxiliary wiring near the top of the board, just plug it into the opposite side of my speaker."

Wiping away the dust revealed some of the words on the board, allowing me to find the wiring, though it is very difficult to move dust around with a metal hooves. After hooking her up, she went dark for a moment. The sun began to return to the sky, light bellowed through the window, brightening up the entire room.

I turned off my flashlight as I waited for Twilight to give me some more instructions. The purple alicorn's face popped up on the monitor in front of me before disappearing once more. It flickered on once more as I assumed she needed to adjust to her new power.

"There you ar-"

"TIN, RUN!" She yelled over the speaker system.

The shrill voice struck a spike of fear straight down my spine. I was too hesitant to simply turn and run, confused by her words. Suddenly, my back legs were grabbed and I was tossed across the room and onto the desk. I slid over the top of it and onto the other side.

I pulled myself to my hooves as I tried to focus on what abomination had followed us up. It stood there in the light, hulking and brutish. Smaller than the one I had seen in MANE, but it was definitely one of the biggest I'd seen. Its head had sunken down into his neck, or what little neck he had left. Tumors had filled his veins, bulging out of his skin like roots in the ground.

The worst part? _It wasn't blind_.

"GET OUT TIN!" Twilight yelled as the sprinkler system went off.

The hell-spawn looked up, unsure of what was berating him. As he did I took the chance I was given to rush past him and back down the stairs, almost slipping and sliding from the water the entire way. I could hear the monster stomping after me with his colossal body. Hopefully the stairs would be too complicated for him to maneuver at a quick pace.

"Twilight! Where do I go?!" I called out, hoping to get a response. Water showered the suit, leaving me vulnerable to slipping as I made my escape. I had only one option, to hide until I could sneak back up to Twilight.

Through the front door and out into the courtyard, I booked it to one side of the building and hid against the wall. I patiently waited, not making a sound, in the hopes that it would wander back upstairs long enough for me to break the gate open.

Glass shattered into the lawn as it burst through the doors of the headquarters. I had wondered if it saw me move to the side of the building, but it headed for the gate instead. With a quick snap the chains were broken and it pushed through the gate, drifting off into the city.

I cautiously moved back inside the building, careful not to cause any noise, and rushed up the stairs to Twilight. I had to, _needed to_ , make sure she was okay. My heart was in my throat as I trotted through the hall and rushed into the office.

"Tin! You're okay! Thank Celestia!"

I took a second to catch my breath and stop panting before I answered her. "He-hey. Glad he didn't smash you."

"I was so worried. There are no security cameras in HQ attached to this panel, so I didn't know if that thing had gotten you or not."

"I managed to hide quickly enough. It, uh, smashed the gate. I was actually really surprised. Though I can't say I don't have a broken rib or something, it threw me like a carton of eggs."

The purple alicorn's picture flickered on the monitor as I caught a moment to breathe. "Don't make too much noise, I don't want to draw it back." I asked. I knew it could see, but noise was definitely going to draw it back.

"Don't worry, I'm turning on the alarms at the tram station to HOOF. That'll hopefully anger it enough to stay over there."

Looking out from the open window of the office showed no signs of the mobile giant. Too many buildings were in the way for me to actually see the station itself. We'd have to hurry if we wanted to leave for PONI peacefully.

"Are you done with whatever you are supposed to be doing? If we can, I'd like to be leaving, like, now if possible."

"Fuck!" She yelled.

I apologized immediately, thinking she had directed it towards my impatience.

"No, no. Sorry. There is not enough power on the circuit to bring the tram back from PONI. It's being redirected elsewhere."

"Can't you just open the gates to PONI and let us walk there?" I replied.

"That's just it, the only thing that can open the gates is the train itself. That and somepony over at PONI, we're stuck here without one or the other. It's a defense against flooding, but worked to keep out the ponies of the other stations just as easily."

"So, can you un-redirect it?"

"No, I can't."

"What do you mean you can't?"

"It means I fucking can't! It's locked, some asshole forced power to go directly to the surface access elevators. Something is there preventing the switch over. Maybe things became far worse than it seemed after HOOF."

"That sounds like a story for another time, but for now is there anything I can do?"

A view of the surface elevators popped up on the screen. I trotted over from the window to take a look. Blood covered the doors and ooze stained the floors. Not a pretty sight.

"I'm not even sure what could be blocking it, I can only see the elevators themselves. I need you to go over there and find out what is diverting the energy and break it! Nothing is ever fuckin' easy."

She was more pissed than I was, and I was the one having to go back out with the fleshy atrocity wandering the streets! She was right though, it wasn't going to be easy, not with us being so close to our goal. The last stretch was here, just had to do one last thing.

"Am I going to regret this?"

Twilight popped back up on the screen. "The only thing you should regret is not becoming an engineer!" She cried out with mechanical laughter.

"I don't get it."

"Ah… It's an inside joke I guess. Listen, we are so close to PONI I can almost taste it. I know that analogy doesn't make sense now that I'm brain, but trust me, I can. This should be a breeze as long as you move quietly and quickly. Don't stop for anything, okay?"

"Alright. I'll do it. Keep an eye out for me, would ya?" I asked as I walked to the door.

"Tin… I…" She paused. "Will do. Good luck."

I headed back downstairs and out into the yard, carefully avoiding the glass shards. Even from this distance I could hear the alarms of the tram station going off. Hopefully that meant I would be clear to hurry without worry of what might be around the corner.

That didn't mean I wouldn't be cautious though, I'll take Twilight's advice to heart. I jogged with care along the street, making sure to look down the alleyways I passed, and keeping an eye on my behind. It wasn't until I reached the fountain that I noticed something was changed.

A pool of blood was strung out against the ground and the wall of the fountain. It took me a second to realize that it had been where Carmine laid. I had a mission, but I couldn't help but take a second to look around the fountain. _Did I not actually destroy her brain_?

The water inside the fountain had become light red with blood. I peered over and gazed into the water, only to see the crushed helmet sunken down to the bottom. It was crumpled like a wad of paper and thrown away, the body nowhere to be found.

I couldn't help but start to tear up. It made sense that the walking horror had assumed that it was me lying against the fountain. Our suits matched after all, they were from the same facility.

Mourning would have to wait though, I had already done enough when I, well… _Yeah_.

My goal was as close as ever, the surface elevator in sight. The fact that TREES was just one big intersection made it really easy to navigate. No bullshit to worm my way around. As long as I didn't run into the thing that broke out of headquarters, it should be a safe journey.

Sunlight and clouds were overhead, or at least virtual skies were. It reminded me of the dream I had back at MANE. Flying without a care in the world, at least until it was interrupted by the plummeting and melting of my body. I just had to hope that wouldn't turn out to be a premonition. Spiritual shit isn't my thing.

Once I was closer to the elevators, I noticed that a blockade was set up in front of them. The blood and goo sat against the wall, ponies apparently wanted out of this hell-hole. I can't blame them, honestly. I kind of just want to get inside and ride one up to the surface, leaving behind this nightmare.

Actually, it wasn't just a feeling, it was a real option. I could leave right here right now and be done with this place. I didn't owe Twilight anything, I got her further than she was. Saving the world wasn't my duty. Hell, I already killed one living pony, why not doom the rest of my kind?

Coming up to the blockade I stopped and looked up towards the ceiling of the dome. The surface was right in front of me. If I cut the power, I could never leave through these means. I'd be stuck with plan A, sticking my brain inside a machine for the rest of eternity surrounded by ponies that were way smarter than I was.

 _Twilight_.

She had a clear view on the elevators. If she saw me entering one, she'd know that I wasn't coming back for her, that I wasn't going to PONI. I couldn't just abandon her, _could I_? She might be an asshole, but ever since I woke up, she's been there for me. A real, true friend.

 _The serum_.

I could have been her chauffeur and taken her to PONI, only to be trapped and eventually die down there. Used and tossed away like a paper towel. She didn't have to tell me about it, she could have lied to me, but she didn't. When it came right down to it, she was even willing to teach me how to make the serum.

"Fuck it!" I yelled with a snarl and the stomp of my hooves.

My decision hadn't been made if I was truly going to be a brain in a jar, but I knew I was going to help Twilight regardless of the outcome. There couldn't be just one way to the surface, others had to have been installed. I'll get her to PONI, and then decided. Hell, I might even be okay with only option one.

With a nod and a grin I headed for an off shoot of the elevators. A few steps lead down to an open metal door, big lettering above the entrance read ' **Surface Elevator Maintenance Room** '. The ground was dirt and the walls were thick cement. A single light was lit dimly overhead.

There was no telling what exactly was causing the diversion of power, on a hunch I hoped that Twilight could hear me from somewhere close.

"Twilight? I don't suppose you know what I'm looking for, do you?"

No response. It was worth a shot.

Relying on Twilight was becoming a common trait, but I knew I was smart enough to figure this one out all by myself. Though, unplugging the mini-fridge probably wasn't going to solve the power crisis.

The room was filled with all sorts of different devices, computers, multiport plugs, and servers.

I eventually noticed the dusty, small device that was plugged into the side of a server. It was right before I almost unplugged the entire server cabinet, but its blueish hue caught my eye. It reminded me of the power pack I picked up for Twilight, except this had a little screen on the casing. I pulled the connectors out from the server and threw it to the ground.

Just as I did, the light went off overhead, followed up by a loud screeching.

"Tin? Tin! I can see you! Well, sort of. Why are you in the dark?" The voice called out.

"Twi? Well shit, that was a lucky guess. The light just went out as I pulled some weird crap that was plugged up into the electrical cabinet. Guess I'm not as dumb as I look, huh?"

She giggled. Glad to see we both still had a sense of humor.

"Well don't let it go to your head. I wanted to tell you, I've been looking over the system. Once you get back here, I've actually found a diving suit dock that's still functioning. If you hook yourself up to it I can view your suit details and we'll actually be able to find out who you are."

" _WHAT_!?" I screamed. I couldn't believe it. It was like some sort of cosmic being looked down at my choice to help Twilight and bestowed upon me something greater than surface life. _A memory_. Or, at least the possibility of a memory.

"I am on my way back, right fucking now. Wait there!" I didn't even think about what I said, I had to get back to the headquarters. Of course she wasn't going anywhere.

With a bounce in my step I rushed out of the room and up the steps, I passed the blockade only to be stopped in my tracks. Pure unbridled terror filled my body straight to the core. My heart sank as I saw the beast walking towards me.

The hellish brute was back for more. Blood was running down his chin, or what was left of his chin. He was worse in the light, his peach colored skin was covered in boils and blisters. Muscle had been inflated, popping the skin open with tissue deteriorating from the inside out. Even the hooves were curled slightly.

I was frozen with fear. There was no way I was going to be able to run past him this time, I had no weapon to fight him, and he wasn't blind like the others. _Why couldn't he be blind_? What made him so special? Was this my luck finally running out, or perhaps karma for the fountain?

As he got closer to me, I almost felt at peace. Death was here, it was unavoidable. Fate, destiny, purpose. Whatever you call it. It truly _fucked_ me. One thought kept running through my head.

 _That cosmic being bullshit can go fuck itself_.

Closing my eyes, I waited for it to grab me and sink its teeth through the suit. The vibrations of the stomping had ceased, I assumed it was about to grab me. I waited for what felt like forever before opening my eyes again.

The giant had stopped. It stood directly in front of me, towering overhead. Two flesh appendages wrapped around the forehead and jawline. I wasn't sure what I was looking at, then I noticed the shadow from behind the atrocity. There wasn't just one abomination, there were two.

It was Malignant. The creepy bastard managed to work its way over from HOOF, through the rubble and destroyed tram. Why was it following Twilight and I? I stood there, confused about the whole situation, wondering what the two creatures were going to do to me or possibly each other.

Blood began to pour from the giant's neck as Mal ripped its head straight from the base of the spine. It was clear they weren't working together. I didn't pass up the chance to escape, quickly booking it past the enlarged monsters. As I made my way back to the fountain, I took one last look to see what was happening.

Malignant lifted the larger monster up by the hole it created and tore the body in half with one quick yank. Blood, organs, and tumors piled onto the floor. I looked back to the road in front of me, I was not going to stop and thank it for saving me especially after that show of display. Though, Twilight's name for it was right on the fucking money.

I closed the gate to HQ behind me, not that it would have done any good against that thing. "Twilight! Did you see that shit!?" I shouted as I climbed the stairs.

"Are you joking? I'm still watching it eat the entrails!" The speakers responded.

She had the camera pulled up on screen by the time I entered the room. It truly was the most interestingly horrifying thing to watch as it pushed the organs out of the way and specifically ate the tumors.

"Why is it doing that, Twilight?"

"I really couldn't tell you, to be honest. We need to get out of here before it comes for us, and fast." The monitor turned back to the picture of her.

"What about the diving suit dock?" I asked.

"Damn it, I knew you wouldn't leave before asking about it. Let's just hurry up with it before that thing decides to have dessert with a side of brain! Head down to the second floor, make it snappy!"

"Oh come on, you don't want to wait around for the thing to come eat us too?" Even though I jested, I was incredibly terrified of that absolutely real possibility.

"Chances are, it'll eat you and not me. I'd rather not lose a friend, or my ride to PONI."

"Aww, it almost sounded like you cared there for a second. Alright, I'm heading down now."

Down the stairs to the second level, third door on the right just like she explained. I flipped on the light to see where I was going. It was a series of lockers, jackets and other apparel hanging inside, in the back were the docking stations for suits. There were only two suits left, still waiting to have a handler.

"Hey Twilight, can you live in a suit without a body?"

"Oh, of course I can. I just enjoy being carried instead." I imagined that her sarcasm would only triple once we were both in the virtual world. I could only hope that the other scientists were at least somewhat nice, or at least she would bother them with her sass instead of me.

"You're a real riot. Just tell me what I have to do."

"Go ahead and walk into one of the docks, I'll perform the rest."

I slowly entered into one of the stations. "This isn't going to remove the suit, is it?" I asked, only just now realizing that this may have been an incredibly poor decision on my part.

"I'll stop the process before it gets that far, don't be scared."

"I'm not worried, not at all." I sat down comfortably on the seat, waiting to be connected. Metal claws and wires sprung out from the wall and attached themselves to my suit, opening panels and linking together. "Okay, now I'm a little worried."

"Just relax. Soon you won't be called Tin. That should calm your nerves. Well, actually it'll probably make you more anxious since now you'll have two personalities vying for control. So, never mind. Be worried."

The idea hadn't really crossed my mind since she gave me a name. It's going to be pretty weird being called something completely different. Tin did have a nice ring to it, after all. Though calling her Scarecrow still seemed a little far off.

"Alright. Systems online. If you want to back out right now, this is your chance. You won't get another."

"No. No! I'm ready. Tell me everything." I responded, confident I could handle it.

"You sure?"

"Yes."

"Here it goes. Let us see what is up with you and your suit. Diagnostic scan reveals heart rate is normal. No damaged bones, that's good after that beast threw you against the desk. Wait, your cognitive test failed. Strange."

"What does that mean?"

"Hold on, it's going through the rest of the scan. Magiclear core is running smoothly, all suit kinetic stabilizers are functioning properly. Hey, you've still got one thousand seven hundred sixty-four days left of power. That's pretty good."

"Yeah, yeah. What about the cognitive test?"

"It seems your brain wasn't set up properly when the suit was placed on. That's pretty normal if you put on the diving suit without being at a docking station. Guess you had the suit with you when you lost your memory."

"I didn't think you could put on the suit without the station."

"Of course, that was their original design. My assistant was actually a big part in the building of these suits. Oh hey! It's checking for immunity and disease levels."

"Am I going to make it, Doc?"

"Nope. You are one hundred percent infected with the disease that killed all of Eclipse Station. Congratulations."

"Damn. Not really surprised but, I was hoping."

"Oh! The DNA test is next!"

"What is that?" I asked.

"It'll tell us who you are, birth date, family history, what type of pony you are, and much, much more!"

"Well? What does it say? Don't keep me in suspense!"

It felt like decades before she finally said something, though in reality it was probably only a few seconds. My heart felt like it was going to jump out of my throat.

"Let's see. You are… Occupant three thirteen!" She paused. "Wait, that can't be right."

"What is three thirteen? Give me a name! Something, damn it!"

"Just give me a second! Three thirteen has to be incorrect. That doesn't make any sense. Let me run the DNA test again and see if it gives the same result."

I waited impatiently for a response. "Well?"

"Uhh, well, I, uhh." She stuttered, her voice had become mechanical. She seemed to be more than a little nervous about this new revelation. Was I somepony she hated, or maybe somepony that had been an annoyance before the disease?

"Twilight. I can handle it."

"Right, right. Well, you are nobody. Three thirteen is the code for somepony who has yet to be entered into the system. Not sure how it's possible, but I guess you'll have to jog your memory some other way."

"Wait, so I don't even belong here? I'm not even from this place?"

"You were probably just deleted from the system. A safety precaution so outsiders can't get our data in case there is a breach in protocol. We built plenty of safeties in case the Changelings ever managed to learn of the Alicorn Project."

"Damn it!" I screamed, smashing my hooves against the wall. "Every damn time! Why can't it just be simple for once!?"

"I'm sorry Tin, I shouldn't have suggested it. It's my fault." Her tone was sincere, but it wasn't her fault.

"No, Twilight. You tried. This isn't your fault at all. At least you thought of something that might help. Thanks for that. I really wish this had worked though."

"I'm here for you, Tin. I'm so sorry. I wish there was more to go on, but the DNA analysis doesn't show anything else."

The station pulled itself back together, letting me exit the dock. "It's alright. Hey, who knows, maybe the removal of my brain will jog my memory. It'll scream ' _no no, please don't remove me, I'll tell you everything_!'"

"You're so funny, Tin. It is really glad to see you sticking with your sense of humor after all that has happened."

"Woah, was that a compliment? You know you don't have to sweet talk me, right? I'm pretty sure I'm sticking with you regardless of what happens. You'd be lucky if you found a way to get rid of me."

"Seeing as how you almost died to get me to PONI, the least I could do is be a little nice."

I strolled back into the administrator's office, a smirk hidden behind my helmet. "There's still plenty of time for that to happen. Can't keep pressing my luck forever."

"As long as we avoid Mal, I'd say we are home free. Though I doubt he'll want to avoid us."

"Is the tram already here, or is it still on its way?"

"Let me check." She paused for a few seconds before answering. "It's at the last gate, so it should be there right as we get there."

"Sweet. Let's get moving." I said as I unplugged the wiring connected to the base of her jar. "Do you think PONI is still in working condition after all this time?"

"Of course." She replied.

"Good."

 _This can't be for nothing_.


End file.
